Exhibit 10.8
The following persons have Executive Employee Salary
Continuation Agreements with the Corporation in the form filed
herewith with the names or amounts set forth below inserted in
the blanks identified by the following column headings.
(I) (II) (III)
Xxxxxxx X. Xxxxx $39,300 $3,275.00
Xxxxxxx XxXxxx 9,100 758.33
Xxxxxx Xxxxxx 21,900 1,825.00
EXECUTIVE EMPLOYEE SALARY
CONTINUATION AGREEMENT
FOR
(i)
TABLE OF CONTENTS
PAGE
SECTION 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 ADMINISTRATIVE COMMITTEE. . . . . . . . . . . . . . . . . 2
1.2 AGE . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 CHANGE IN CONTROL . . . . . . . . . . . . . . . . . . . . 2
1.4 CREDITING RATE. . . . . . . . . . . . . . . . . . . . . . 3
1.5 DISABILITY. . . . . . . . . . . . . . . . . . . . . . . 3
1.6 DISCHARGE FOR CAUSE . . . . . . . . . . . . . . . . . . . 3
1.7 EARLY RETIREMENT DATE . . . . . . . . . . . . . . . . . . 4
1.8 MORTALITY ASSUMPTIONS . . . . . . . . . . . . . . . . . . 4
1.9 NORMAL RETIREMENT DATE. . . . . . . . . . . . . . . . . . 4
1.10 TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . 4
1.11 VESTING . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 BENEFITS UPON NORMAL RETIREMENT.. . . . . . . . . . . . . 5
3.2 BENEFITS UPON EARLY RETIREMENT. . . . . . . . . . . . . . 5
3.3 BENEFITS UPON LATE RETIREMENT.. . . . . . . . . . . . . . 6
3.4 BENEFITS UPON DISABILITY. . . . . . . . . . . . . . . . . 6
3.5 OTHER TERMINATIONS OF EMPLOYMENT. . . . . . . . . . . . . 6
(a) VOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO THE
EARLY RETIREMENT DATE OR DISCHARGE FOR CAUSE AT
ANY TIME . . . . . . . . . . . . . . . . . . . . . . 6
(b) INVOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO THE
EARLY RETIREMENT DATE OTHER THAN BECAUSE OF DEATH,
DISABILITY OR DISCHARGE FOR CAUSE. . . . . . . . . . 6
(c) TERMINATION OF EMPLOYMENT AT OR AFTER A CHANGE IN
OWNERSHIP OF CONTROL.. . . . . . . . . . . . . . . . 7
3.6 SURVIVORSHIP BENEFITS.. . . . . . . . . . . . . . . . . 8
(a) PRIOR TO COMMENCEMENT OF NORMAL OR EARLY
RETIREMENT BENEFITS. . . . . . . . . . . . . . . . . 8
(b) AFTER COMMENCEMENT OF BENEFITS . . . . . . . . . . . 8
3.7 RECIPIENTS OF PAYMENTS: DESIGNATION OF BENEFICIARY. . . 8
3.8 ACCELERATION OF BENEFITS. . . . . . . . . . . . . . . . . 9
SECTION 4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ADDITIONAL CHANGE IN CONTROL PROVISIONS . . . . . . . . . . . . . . 9
4.1 APPLICATION OF SECTION. . . . . . . . . . . . . . . . . . 9
4.2 LIMIT ON PAYMENTS.. . . . . . . . . . . . . . . . . . . . 9
4.3 DETERMINATION BY EXPERTS. . . . . . . . . . . . . . . . . 9
4.4 PARTICIPANT'S COSTS OF ENFORCEMENT. . . . . . . . . . . . 10
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SECTION 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT . . . . . . . . 10
SECTION 6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
CLAIMS PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
REVIEW PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
LIFE INSURANCE AND FUNDING. . . . . . . . . . . . . . . . . . . . . 12
SECTION 9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ASSIGNMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
EMPLOYMENT NOT GUARANTEED BY AGREEMENT. . . . . . . . . . . . . . . 13
SECTION 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 13
SECTION 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
FORM OF COMMUNICATION . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 15 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
CAPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 17 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
BENEFICIARY DESIGNATION. . . . . . . . . . . . . . . . . . . . . . . . . 16
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EXHIBIT 10.8
EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT
FOR
(i)
THIS AGREEMENT is made this 21st day of January, 1998, effective
January 1, 1997, between Valley Ridge Bank, a Michigan corporation (the
"Company") and (i) (the "Participant").
WHEREAS, the Participant is an executive employee of the Company and
as such has materially contributed to the Company's position, and
WHEREAS the Company wishes to establish this Agreement for purposes of
promoting in the Participant the strongest interest in the successful
operation of the Company and increased efficiency in his work and to
provide the Participant benefits upon retirement, death, disability or
other termination of employment, in consideration of services to be
performed after the date of this agreement but prior to his retirement; and
WHEREAS, the Company also wishes to establish this Agreement to
enhance its abilities to attract and retain highly qualified executives and
to enable those executives to perform their duties in the best interests of
the Company and its shareholders in the event of possible or threatened
Change in Control of the Company without undue concern regarding the
personal, financial interests of such executives.
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1
DEFINITIONS
1.1 ADMINISTRATIVE COMMITTEE - "Administrative Committee" shall
consist of all outside directors of the Bank's Personnel Committee.
1.2 AGE - "Age" shall mean the age of the person as of the date of
his last birthday.
1.3 CHANGE IN CONTROL - For purposes of this Agreement, a Change in
Control of the Company shall have occurred (i) on the fifth day preceding
the scheduled expiration date of a tender offer by, or exchange offer by
any corporation, person, other entity or group (other than the Company or
any of its wholly owned subsidiaries), to acquire Voting Stock of the
Company if (a) after giving effect to such offer such corporation, person,
other entity or group would own twenty-five percent (25%) or more of the
Voting Stock of the Company, (b) there shall have been filed documents with
the Securities and Exchange Commission ("SEC") in connection therewith (or,
if no such filling is required, public evidence that the offer has already
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commenced), and (c) such corporation, person, other entity or group has
secured all required regulatory approvals to own or control twenty-five
percent (25%) or more of the Voting Stock of the Company, (ii) if the
shareholders of the Company approve a definitive agreement to merge or
consolidate the Company with or into another corporation in a transaction
in which neither the Company nor any of its wholly owned subsidiaries will
be the surviving corporation, or to sell or otherwise dispose of all or
substantially all of the Company's assets to any corporation, person, other
entity or group (other than the Company or any of its wholly owned
subsidiaries), and such definitive agreement is consummated; (iii) if any
corporation, person, other entity or group (other than the Company of any
of its wholly owned subsidiaries) becomes the Beneficial Owner of stock
representing twenty-five percent (25%) or more of the Voting Stock of the
Company, or (iv) if during any period of two (2) consecutive years
Continuing Directors cease to comprise a majority of the Company's Board of
Directors. The term "Continuing Director" means (i) any member of the
Board of Directors of the Company who was a member of the Board of
Directors of the Company at the beginning of any period of two (2)
consecutive years, and (ii) any person who subsequently becomes a member of
the Board of Directors of the Company, if (a) such person's nomination for
election or election to the Board of Directors of the Company is
recommended or approved by resolution of a majority of the Continuing
Directors, or (b) such person is included as a nominee in a proxy statement
of the Company distributed when a majority of the Board of Directors of the
Company consists of Continuing Directors. For purposes of this Agreement,
"Voting Stock" shall mean those shares of the Company entitled to vote
generally in the election of directors.
1.4 CREDITING RATE - "Crediting Rate" shall mean an annual rate of
interest equal to 7.5%.
1.5 DISABILITY - "Disability" shall mean, if the Participant is
insured under the company long term disability policy, the definition of
total disability contained in the long term disability insurance policy.
If the Participant is not insured under such a policy, the board shall, in
its complete and sole discretion, determine whether the Participant is
disabled for the purposes of this Agreement.
1.6 DISCHARGE FOR CAUSE - The Company may terminate the Participant's
employment under this Agreement for "Cause." A termination for Cause is a
termination by reason of the Board's good faith determination that the
Participant (i) is incompetent or acted dishonestly or engaged in willful
misconduct in the performance of his duties, (ii) breached a fiduciary duty
to the Company for personal profit to himself, (iii) intentionally failed
to perform reasonably assigned duties, (iv) willfully violated any law,
rule or regulation (other than traffic violations or similar offenses) or
any final cease and desist order, or (v) materially breached this
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Agreement. No act, or failure to act, on the Participant's part shall be
considered "willful" unless he has acted, or failed to act, with an absence
of good faith and without a reasonable belief that his action or failure to
act was in the best interest of the Company. Notwithstanding the
foregoing, (i) the Participant shall not be deemed to have been terminated
for Cause unless there shall have been delivered to the Participant a copy
of a resolution duly adopted by the affirmative vote of not less than a
majority of the entire membership of the Board at a meeting of the Board
called and held for the purpose (after reasonable notice to the Participant
and an opportunity for the Participant, together with his counsel, to be
heard before the Board), finding that in the good faith opinion of the
Board the Participant was guilty of conduct set forth above in the second
sentence of this Section and specifying the particulars thereof in detail,
and (ii) in no event will the Participant be subject to termination for
Cause pursuant to clause (v) above unless the Participant shall have failed
to cure, correct or prevent the alleged breach within thirty days after
such resolution has been delivered to the Participant.
1.7 EARLY RETIREMENT DATE - "Early Retirement Date" shall mean the
first day of the month following the month in which a Participant reaches
age 60.
1.8 MORTALITY ASSUMPTIONS - "Mortality Assumptions" shall mean the
life expectancy of a Participant, determined by applying Commissioners
Standard Ordinary Mortality Table 1980CSO.
1.9 NORMAL RETIREMENT DATE - "Normal Retirement Date" shall mean the
first day of the month following the month in which a Participant reaches
age 65.
1.10 TERMINATION OF EMPLOYMENT - "Termination of Employment" shall
mean the Participant's ceasing to be employed by the Company for any reason
whatsoever, voluntary or involuntary, including by reason of death or
disability.
1.11 VESTING - For the purpose of this Agreement, vesting shall accrue
to the Participant on a pro rata annual basis commencing January 1, 1997.
The Participant shall earn 20 percent vesting for each complete year under
the Agreement. Regardless of the number of years completed by the
Participant, upon a Change in Control, the Participant shall become 100%
vested in all benefits under this Agreement.
SECTION 2
ELIGIBILITY
The Participant is eligible for the benefits provided herein in
accordance with the terms of this Agreement upon the execution hereof.
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A Participant shall cease to be a Participant at Termination of
Employment. However, the employment of a Participant shall not be deemed
to be terminated by reason of an approved leave of absence granted in
accordance with uniform rules applied in a non-discriminatory manner.
SECTION 3
PAYMENT OF BENEFITS
3.1 BENEFITS UPON NORMAL RETIREMENT.
Upon a Participant's Termination of Employment on or after the
Normal Retirement Date, the Company shall pay to the Participant the sum of
$(ii) per year, payable in monthly installments of $(iii) each,
commencing on the first day of the month coincident with or next following
the date of Termination of Employment and continuing on the first day of
each month thereafter for a period of 15 years, but in any event until a
minimum of 180 total monthly payments are made to the Participant or the
Participant's beneficiary per Section 3.6(b). At the sole discretion of
the board of directors, the initial benefit may be increased in subsequent
years to offset the effect of inflation.
3.2 BENEFITS UPON EARLY RETIREMENT.
Upon a Participant's Termination of Employment on or after
reaching the Early Retirement Date but prior to the Normal Retirement Date,
the Company shall pay to the Participant, monthly payments equal to the
benefit described in Schedule A, attached. Such payments shall commence on
the first day of the month coincident with or next following the date of
Termination of Employment and shall continue on the first day of each month
thereafter for a period of fifteen years, but in any event until a minimum
of 180 total monthly payments are made to the Participant or the
Participant's Beneficiary per Section 3.6(b).
The Participant may elect, on or before the earlier of a)
December 31 of the year prior to Termination of Employment; or b) 90 days
prior to Termination of Employment, to defer commencement of payment of the
retirement benefit to a date not later than the Normal Retirement Date.
Such election shall be in writing and submitted to the Company. If a
Participant elects to defer payment of the benefit until his Normal
Retirement Date, the Company shall pay to the Participant the normal
retirement benefit described in Section 3.1 above. If a Participant elects
to defer payment of the benefit to a date prior to the Normal Retirement
Date, the Company shall pay to the Participant a benefit calculated in
accordance with the first sentence of this Section 3.2, but using the date
selected by the Participant for the commencement of this benefit as his
"Termination of Employment" date instead of his actual termination date.
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3.3 BENEFITS UPON LATE RETIREMENT.
Upon a Participant's Termination of Employment after the Normal
Retirement Date, the Company shall pay to the Participant the normal
retirement benefit described in Section 3.1 above, increased by .05 per
year or .00416 for each month that the Participant's Termination of
Employment is deferred beyond the Normal Retirement Date, in equal monthly
installments commencing on the first day of the month coincident with or
next following the date of Termination of Employment and continuing on the
first day of each month thereafter for the periods specified in Section
3.1.
3.4 BENEFITS UPON DISABILITY.
Upon a Participant's Termination of Employment prior to the
Normal Retirement Date due to Disability, no separate provision is made for
a disability benefit under this Agreement. However, any such Participant
shall be considered, notwithstanding such Termination of Employment, to
continue to be a Participant while disabled and for so long as the
disability continues prior to reaching the Early Retirement Date, such
Participant's beneficiary shall receive the survivor's benefits described
in Section 3.6(a). In the event the Participant lives to the Early
Retirement Date, the Participant shall be entitled to receive the early
retirement benefit described in Section 3.2.
3.5 OTHER TERMINATIONS OF EMPLOYMENT.
(a) VOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO THE EARLY
RETIREMENT DATE OR DISCHARGE FOR CAUSE AT ANY TIME. Upon a
Participant's voluntary Termination of Employment prior to reaching
the Early Retirement Date, for reasons other than death or Disability,
or upon the Participant's Discharge for Cause at any time, the Company
shall pay the vested benefit to the Participant pursuant to Schedule A
attached to this Agreement in the form of an "immediate Lump Sum
Benefit", and the Participant shall have no further right to receive
any additional benefit hereunder.
(b) INVOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO THE EARLY
RETIREMENT DATE OTHER THAN BECAUSE OF DEATH, DISABILITY OR DISCHARGE
FOR CAUSE. Upon a Participant's involuntary Termination of Employment
prior to reaching the Early Retirement Date, for reasons other than
death, disability or discharge for cause, the Participant shall become
100% vested and the Company shall pay to the Participant as
compensation for services rendered prior to such Termination of
Employment the "Immediate Lump Sum Benefit" as defined in Schedule A.
For purposes of this subsection 3.5(b), the Participant shall be
deemed to have incurred an Involuntary Termination of Employment
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covered by this subsection if he quits employment as a result of the
Company's significantly lessening either his title, duties,
responsibilities, compensation or altering his situs of employment,
without his consent. His compensation shall be deemed to be
significantly lessened if any cutback is imposed except as a part of
an overall cutback applied proportionately to all of the Company's
management employees or if the Participant fails to receive periodic
increases substantially proportionate to and coincident with the
increase granted to management employees.
(c) TERMINATION OF EMPLOYMENT AT OR AFTER A CHANGE IN OWNERSHIP
OF CONTROL. If a Participant incurs an involuntary Termination of
Employment prior to reaching the Early Retirement Date, for reasons
other than death, disability, or discharge for cause, but on or after
the occurrence of a Change in Control, or if in connection with such
change in control, the Participant's title, duties, responsibilities,
or compensation is significantly lessened or his situs of employment
is changed, without his consent, the Company shall immediately pay to
the Participant an amount equal to the sum of a) 100% of the
Participant's gross annual salary for the twelve-month period prior to
Termination, and b) the "Immediate Lump Sum Benefit" on Schedule A.
For purposes hereof, the standards set forth in subparagraph (b) above
with respect to what constitutes a significant lessening of
compensation shall apply.
3.6 SURVIVORSHIP BENEFITS.
(a) PRIOR TO COMMENCEMENT OF NORMAL OR EARLY RETIREMENT
BENEFITS. If a Participant dies while in the service of the Company
or after a Termination of Employment due to Disability and while
Disabled or after a Termination of Employment on or after the Early
Retirement Date, but prior to commencement of any benefit payments
under this Agreement, the Company shall pay to the Participant's
beneficiary a survivor's benefit of 180 equal monthly installments of
$(iii) commencing on the first day of the month after the
Participant's death and continuing on the first day of each month
thereafter until all such payments are completed. In the event a
beneficiary dies before receiving all the survivor's benefit payments,
the remaining payments shall be paid to the legal representatives of
the beneficiary's estate. Payment of the survivor's benefit shall
relieve the Company of the obligation to pay any other benefit which
the Participant would have otherwise received, under the terms of this
Agreement.
(b) AFTER COMMENCEMENT OF BENEFITS. If a Participant dies after
any benefit payments have commenced, but prior to receiving all of the
scheduled minimum number of monthly payments, the company shall pay
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the remaining monthly payment to the Participant's beneficiary. In
the event a beneficiary dies before receiving all of the remaining
payments, the remaining payments shall be paid to the legal
representatives of the beneficiary's estate.
3.7 RECIPIENTS OF PAYMENTS: DESIGNATION OF BENEFICIARY.
All payments to be made by the Company shall be made to the
Participant, if living. In the event of a Participant's death prior to the
receipt of all benefit payments, all subsequent payments to be made under
this Agreement shall be to the beneficiary or beneficiaries of the
Participant. The Participant shall designate a beneficiary by filing a
written notice of such designation with the Company in such form as the
Company may prescribe. The Participant may revoke or modify said
designation at any time by a further written designation. The
Participant's beneficiary designation shall be deemed automatically revoked
in the event of the death of the beneficiary, or if the beneficiary is the
Participant's spouse, in the event of dissolution of marriage. If no
designation shall be in effect at the time of any benefits payable under
this Agreement shall become due, the beneficiary shall be the spouse of the
Participant, or if no spouse is then living, the legal representatives of
the Participant's estate.
3.8 ACCELERATION OF BENEFITS.
At any time after the Participant or the Participant's
beneficiary becomes entitled to a payment of benefits under this Agreement,
the Participant, or the Participant's beneficiary, may elect to accelerate
the payment of benefits to the payment of a lump-sum payment. Such payment
shall equal ninety percent (90%) of the present value of the remaining
payments payable assuming a discount rate equal to the Crediting Rate, and
in the case of payments that are payable over the life of the Participant
or the Participant's beneficiary, assuming the Mortality Assumptions.
SECTION 4
ADDITIONAL CHANGE IN CONTROL PROVISIONS
4.1 APPLICATION OF SECTION.
If the Participant receives payments under this Agreement that
are contingent upon a Change in Control, as determined under Section 280G
of the Internal Revenue Code of 1986 (the "Code") and the regulations
thereunder, then the provisions of this Section 4 shall apply.
4.2 LIMIT ON PAYMENTS.
If payments or benefits under this Agreement, after taking into
account all other payments or benefits to which the Participant is entitled
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from the Company, are expected to result in an excise tax on the
Participant or the loss of certain tax deductions by the Company by reason
of Code Section 280G and 4999, then payments under this Agreement shall be
reduced to an amount such that all payments to the Participant from the
Company, which are considered contingent upon the Change in Control, shall
not exceed 2.99 times the Participant's Base Amount as defined in Code
Section 280G.
4.3 DETERMINATION BY EXPERTS.
If the Participant and the Company shall disagree as to whether a
payment under this Agreement could result in the loss of a deduction, the
matter shall be resolved by an opinion of [the Company's law firm], or if
[Company's law firm] is unable to provide such an opinion, counsel selected
by the Company, and agreed to by the Officer. Counsel's opinion need not
be unqualified. Counsel's opinion shall be based on determinations of the
Base Amount and Excess Parachute Payments, as such terms are defined by
Section 280G of the Code or its successor, by [Consulting Firm], or if
[Consulting Firm] is unable to make such determinations, a consulting firm
chosen by the Company and agreed to by the Officer. The Company shall pay
the fees and expenses of such counsel and consulting firm, and shall make
available such information as may be reasonably requested by such counsel
and consulting firm to prepare the opinion. If the maximum amount payable
to the Officer pursuant to this Section cannot be determined prior to the
due date for such payment, the Company shall pay on the due date the
minimum amount which it in good faith determines to be payable, and shall
pay the remaining amount as soon as practicable after such remaining amount
is determined.
4.4 PARTICIPANT'S COSTS OF ENFORCEMENT.
Following a Change in Control, the company shall pay all expenses
of the Participant, including but not limited to attorney fees incurred in
enforcing payments by the Company pursuant to this Agreement.
SECTION 5
ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT
The Board of Directors shall appoint an Administrative Committee
consisting of three (3) or more persons to administer and interpret this
Agreement. Interpretation by the Administrative Committee shall be final
and binding upon a Participant. The Administrative Committee may adopt
rules and regulations relating to this Agreement as it may deem necessary
or advisable for the administration thereof.
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SECTION 6
CLAIMS PROCEDURE
If the Participant or the Participant's beneficiary (hereinafter
referred to as a "Claimant") is denied all or a portion of an expected
benefit under this Plan for any reason, he or she may file a claim with the
Administrative Committee. The Administrative Committee shall notify the
Claimant within sixty (60) days of allowance or denial of the claim, unless
the Claimant receives written notice from the Administrative Committee
prior to the end of the sixty (60) day period stating that special
circumstances requires an extension of the time for decision. The notice
of the Administrative Committee's decision shall be in writing, sent by
mail to Xxxxxxxx's last known address, and, if a denial of the claim, must
contain the following information:
(a) the specific reasons for the denial;
(b) specific reference to pertinent provisions of the Plan on
which the denial is based; and
(c) if applicable, a description of any additional information
or material necessary to perfect the claim, an explanation
of why such information or material is necessary, and an
explanation of the claims review procedure.
SECTION 7
REVIEW PROCEDURE
7.1 A Claimant is entitled to request a review of any denial of his
claim by the Administrative Committee. The request for review must be
submitted in writing within a sixty (60) day period, the claim will be
deemed to be conclusively denied. The Claimant or his representative shall
be entitled to review all pertinent documents, and to submit issues and
comments orally and in writing.
7.2 If the request for review by a Claimant concerns the
interpretation and application of the provisions of the Agreement and the
Company's obligations, then the review shall be conducted by a separate
committee consisting of three persons designated or appointed by the
Administrative Committee. The separate committee shall afford the Claimant
a hearing and the opportunity to review all pertinent documents and submit
issues and comments orally and in writing and shall render a review
decision in writing, all within sixty (60) days after receipt of a request
for a review, provided that, in special circumstances (such as the
necessity of holding a hearing) the committee may extend the time for
decision by not more than sixty (60) days upon written notice to the
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Claimant. The Claimant shall receive written notice of the separate
committee's review decision, together with specific reasons for the
decision and reference to the pertinent provisions of this Agreement.
SECTION 8
LIFE INSURANCE AND FUNDING
The Company in its discretion may apply for and procure as owner and
for its own benefit, insurance on the life of the Participant, in such
amounts and in such forms as the Company may choose. The Participant shall
have no interest whatsoever in any such policy or policies, but at the
request of the Company he shall submit to medical examinations and supply
such information and execute such documents as may be required by the
insurance company or companies to whom the Company has applied for
insurance.
The rights of the Participant, or his beneficiary, or estate, to
benefits under the Plan shall be solely those of an unsecured creditor of
the Company. Any insurance policy or other assets acquired by or held by
the Company in connection with the liabilities assumed by it pursuant to
the Plan shall not be deemed to be held under any trust for the benefit of
the Participant, his beneficiary, or his estate, or to be security for the
performance of the obligations of the Company but shall be, and remain, a
general, unpledged, and unrestricted asset of the Company.
If this Agreement is funded through insurance on the life of the
Participant, then in the event of such Participant's death during the first
two (2) years after the effective date of this Agreement, and if such
Participant's death was a result of suicide or if such Participant made any
material misstatement or failed to make a material disclosure of
information in any documentation which the Participant is requested to
complete in connection with this Agreement, then no death benefits under
the terms of this Agreement will be payable, unless and to the extent that
the Board of Directors of Company, in their absolute discretion, may
otherwise determine.
SECTION 9
ASSIGNMENT OF BENEFITS
Neither the Participant nor any other beneficiary under the Plan shall
have any right to assign the right to receive any benefits hereunder, and
in the event of any attempted assignment or transfer, the Company shall
have no further liability hereunder.
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SECTION 10
EMPLOYMENT NOT GUARANTEED BY AGREEMENT
Neither this Agreement nor any action taken hereunder shall be
construed as giving the Participant the right to be retained as an
Executive Employee or as an employee of the Company for any period.
SECTION 11
TAXES
The Company shall deduct from all payments made hereunder all
applicable federal or state taxes required by law to be withheld from such
payments. In the event that the Company determines that benefits under the
Plan are subject to FICA currently, the Company shall withhold the
Participant's portion of FICA from such other amounts payable to the
Participant as the Company deems appropriate.
SECTION 12
AMENDMENT AND TERMINATION
The Board of Directors may, at any time, amend or terminate this
Agreement, provided that the Board may not reduce or modify any benefit in
pay status to the Participant or beneficiary hereunder or any benefit that
would become payable hereunder if the Participant was involuntarily
terminated under Section 3.5(b) hereof on the day prior to such action by
the Board, without the prior written consent of the Participant.
SECTION 13
CONSTRUCTION
This Agreement shall be construed according to the laws of the State
of Michigan.
SECTION 14
FORM OF COMMUNICATION
Any election, application, claim, notice or other communication
required or permitted to be made by the Participant to the Company shall be
made in writing and in such form as the Company shall prescribe. Such
communication shall be effective upon mailing, if sent by first-class mail,
postage prepaid, and addressed to the Company's office at 0 Xxxx Xxxxxx,
Xxxx Xxxx, Xxxxxxxx 00000.
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SECTION 15
CAPTIONS
The captions at the head of a section or a paragraph of this Agreement
are designed for convenience of reference only and are not to be resorted
to for the purpose of interpreting any provision of this Agreement.
SECTION 16
SEVERABILITY
The invalidity of any portion of this Agreement shall not invalidate
the remainder thereof, and said remainder shall continue in full force and
effect.
SECTION 17
BINDING EFFECT
This Agreement shall be binding upon and shall inure to the benefit of
the Company and the Participant, and each of their successors, heirs,
personal representatives and permitted assigns. No sale of substantially
all of the Company's assets shall be made without the buyer expressly
assuming the obligation of this Agreement. The Company further agrees that
it will not be a party to any merger, consolidation or reorganization
unless and until its obligations hereunder are expressly assumed by the
successor or successors.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of the date first set forth above.
BY:/s/ XXXXXX X. XXXXXXXXX
ITS:CHAIRMAN
/s/ (I)
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BENEFICIARY DESIGNATION NOTICE
VALLEY RIDGE BANK
To the Plan Administrator of _______ Executive Salary Continuation Agreement:
Pursuant to the Provisions of my Executive Salary Continuation Agreement
with ____________________________________ permitting the designation of a
beneficiary or beneficiaries by the participant, I hereby designate the
following persons and entities as primary and secondary beneficiaries of
any benefit under said Agreement payable by reason of my death.
PRIMARY BENEFICIARY:
Name Address Relationship
__________________________________________________________________________
__________________________________________________________________________
SECONDARY (CONTINGENT) BENEFICIARY:
Name Address Relationship
__________________________________________________________________________
__________________________________________________________________________
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY
RESERVED. ALL PRIOR DESIGNATIONS, IF ANY, OF BENEFICIARIES AND SECONDARY
BENEFICIARIES ARE HEREBY REVOKED.
The Plan Administrator shall pay all sums payable under this Agreement by
reason of my death to the Primary Beneficiary, if he or she survives me,
and if no Primary Beneficiary shall survive me, then to the Secondary
Beneficiary, and if no named beneficiary survives me, then the Plan
Administrator shall pay all amounts in accordance with the terms of the
Executive Salary Continuation Agreement. In the event that a named
beneficiary survives me and dies prior to receiving the entire benefit
payable under said Agreement, then and in that event, the remaining unpaid
benefit, payable according to the terms of the Agreement, shall be payable
to the personal representatives of the estate of said deceased beneficiary,
who survives me, but die prior to receiving the total benefit.
____________________________ __________________________________
Date of Designation Signature of Executive
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