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EXHIBIT 10(a)(ii)
DEFERRED COMPENSATION AGREEMENT
THE STATE OF TEXAS
COUNTY OF XXXXX
THIS AGREEMENT is entered into by and between SOUTHSIDE STATE BANK of
Tyler, Texas, a corporation organized and existing under the laws of the State
of Texas, hereinafter called BANK, and XXXXXX X. XXXXXXXX, hereinafter called
EXECUTIVE, whereby it is agreed as follows:
WITNESSETH:
I.
The Board of Directors of BANK have determined that the EXECUTIVE
services to the BANK since October, 1968, as its EXECUTIVE Vice President have
been of exceptional merit and has constituted an invaluable contribution to the
general welfare of BANK and in bringing BANK to its present status of operating
efficiency. The Board of Directors has further determined that the continued
service of EXECUTIVE on behalf of BANK is essential to the future growth and
profits of BANK and it is in the best interest of BANK to arrange terms of
continued employment for EXECUTIVE so as to reasonably assure his remaining in
the employ of BANK for the balance of his work lifetime.
II.
BANK agrees to employ EXECUTIVE in such capacity as BANK may from time
to time determine. EXECUTIVE will continue in the employment of BANK 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. EXECUTIVE agrees to well and truly perform his duties and
obligations as an employee of BANK and will use his best efforts to furnish
faithful and satisfactory service to BANK.
III.
It is specifically agreed that if EXECUTIVE remains in the employment
of BANK until his permanent disability, death or retirement, whichever occurs
first, BANK agrees to pay the sum and amount of THREE HUNDRED THOUSAND AND
NO/100 ($300,000.00) DOLLARS to EXECUTIVE, or his surviving wife or designated
beneficiaries, as hereinafter provided. Such deferred compensation shall be
payable commencing on the 1st day of the month following the first of the
following events to occur: (1) the permanent disability of EXECUTIVE; (2) the
retirement of EXECUTIVE; or (3) the death of EXECUTIVE. For the purpose of
this agreement, total disability shall be defined as a physical or mental
condition as diagnosed by a medical doctor approved or selected by BANK, that
so incapacitates or disables EXECUTIVE that he is no longer able to perform the
duties and responsibilities assigned to EXECUTIVE and that in the opinion of
such medical doctor, such condition is permanent. Such deferred compensation,
when it commences, shall be payable in 120
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equal consecutive monthly installments of TWO THOUSAND FIVE HUNDRED AND NO/100
($2,500.00) DOLLARS.
IV.
EXECUTIVE shall have the right to name a beneficiary other than his
wife provided such designation of beneficiary be in writing and signed by
EXECUTIVE and delivered to BANK. Such designation of beneficiary may provide
for alternative beneficiary if the designated beneficiary fails to survive the
EXECUTIVE or fails to survive the term payout, as provided herein. Failure to
designate a beneficiary in accordance with the terms hereof shall be deemed an
election by EXECUTIVE that such benefits as provided herein shall go to the
surviving wife or to his surviving children, should his wife die simultaneously
or predecease him.
V.
If the EXECUTIVE should die prior to retirement, and such death is a
result of a suicide, then, in such event, the death benefits provided in this
Agreement shall not be payable unless such suicide occurs after the lapsing of
any anti-suicide provisions contained in any insurance policy purchased by BANK
upon the life of EXECUTIVE, should the BANK so elect to purchase such insurance
for its own benefit.
VI.
If for any reason other than good cause, the employment of EXECUTIVE
is terminated by BANK, such termination shall not terminate this Agreement and
such involuntary termination other than for good cause shall be deemed the same
as retirement for the purpose of this Agreement. For the purpose of this
Agreement, "good cause" shall be defined as being action or inaction equivalent
to habitual dereliction of duty, misfeasance, willful misconduct, criminal
conduct, or gross negligence.
VII.
Neither the EXECUTIVE nor any beneficiary designated by EXECUTIVE
shall have any power or right to transfer, assign, anticipate, mortgage,
commute or otherwise encumber in advance any of the benefits payable hereunder,
nor shall such benefits be subject to seizure for payment of any debts or
judgment of any of them, or be transferred by operation of law in the event of
bankruptcy, insolvency or otherwise.
IX.
This Agreement shall be binding upon and inure to the benefit of
EXECUTIVE and his personal representatives and the BANK and its successors and
assigns. However, it is specifically agreed that this is not a contract of
employment between the parties hereto and nothing herein shall restrict the
right of the corporation to discharge EXECUTIVE or restrict the right of
EXECUTIVE to terminate his employment.
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EXECUTED as of December, 1982.
ATTEST: SOUTHSIDE STATE BANK
/s/ XXXXX XXXXXXXX By: /s/ X.X. XXXXXXX
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Assistant Vice President X.X. XXXXXXX, PRESIDENT
/s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX, EXECUTIVE
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FIRST AMENDMENT TO
DEFERRED COMPENSATION AGREEMENT
THE STATE OF TEXAS
COUNTY OF XXXXX
THIS AGREEMENT is entered into by and between SOUTHSIDE STATE BANK of
Tyler, Texas, a Texas banking corporation, hereinafter called BANK, and XXXXXX
X. XXXXXXXX, hereinafter called EXECUTIVE, whereby it is agreed as follows:
WITNESSETH:
I.
BANK and EXECUTIVE has heretofore entered into a Deferred Compensation
Agreement in 1982, which has continued in full force and effect subsequent
thereto. The parties hereto desire to amend and modify such Agreement, with
such amendment to be effective immediately.
II.
In such Deferred Compensation Agreement, provided that EXECUTIVE met
certain conditions precedent, the BANK, at his permanent disability, death or
retirement, whichever occurs first, pay agreed compensation to EXECUTIVE, his
surviving wife or designated beneficiaries as the case might then be. The
parties hereto desire to eliminate, and do hereby eliminate, permanent
disability as one of the enumerated events which cause commencement of payment
of deferred compensation. All reference to disability is hereby deleted from
said Agreement. Henceforth, the only occurrence that will cause the
commencement of deferred compensation payments under the terms of such
Agreement shall either be the death or retirement of EXECUTIVE under the terms
and conditions of said Deferred Compensation Agreement.
III.
Except as amended or modified by this Amendment, the parties hereto do
reaffirm and ratify said Agreement and when construed together, this Amendment
and the original Deferred Compensation Agreement shall constitute the entire
agreement of the parties.
EXECUTED as of the 28th day of June, 1990.
ATTEST: SOUTHSIDE STATE BANK
/s/ XXX XXXXXX By: /s/ X.X. XXXXXXX
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Assistant Vice President X.X. XXXXXXX, PRESIDENT
/s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX, EXECUTIVE
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SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
BETWEEN SOUTHSIDE BANK AND XXXXXX X. XXXXXXXX
DATED DECEMBER, 1982
THIS AGREEMENT is entered into by and between SOUTHSIDE BANK of Tyler,
Texas (formerly Southside State BANK), a Texas banking corporation, hereinafter
called BANK, and XXXXXX X. XXXXXXXX, hereinafter called EXECUTIVE, whereby it
is agreed as follows:
WITNESSETH:
I.
BANK and EXECUTIVE have heretofore entered into a Deferred
Compensation Agreement in December of 1982, and have subsequently amended such
Deferred Compensation Agreement by the First Amendment to Deferred Compensation
Agreement dated June 28, 1990. The parties hereto desire to make this Second
Amendment to such Agreement, with same to be effective immediately.
II.
The Deferred Compensation Agreement as initially prepared provided for
maximum benefits to be THREE HUNDRED THOUSAND AND NO/100 ($300,000.00) DOLLARS
paid in equal monthly installments over 120 months of TWO THOUSAND FIVE HUNDRED
AND NO/100 ($2,500.00) DOLLARS. The parties have determined that such
compensation should be increased to a maximum of THREE HUNDRED SIXTY THOUSAND
AND NO/100 ($360,000.00) DOLLARS. The parties agree that such compensation
shall be paid in 120 equal monthly installments of THREE THOUSAND AND NO/100
($3,000.00) DOLLARS each.
III.
Except as modified by this Second Amendment, the Deferred Compensation
Agreement and its First Amendment thereto shall remain in full force and effect
and the original Deferred Compensation Agreement, as amended in the First and
Second Amendments thereto, shall now constitute the entire agreement between
the parties.
EXECUTED as of the 16th day of March, 1995.
ATTEST: SOUTHSIDE BANK
/s/ XXXXX XXXXXX By: /s/ X.X. XXXXXXX
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Assistant Vice President X.X. XXXXXXX, PRESIDENT
/s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX, EXECUTIVE