EXHIBIT 10.11
CENTURA BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
UNDER THE
CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
THIS AGREEMENT, made effective this 18th day of February, 2000, by and
among Centura Banks, Inc., a North Carolina corporation having its principal
place of business in Rocky Mount, North Carolina ("Centura"), Centura Bank (the
"Bank"), a subsidiary of Centura, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("Participant"), an
employee of the Bank.
W I T N E S S E T H:
WHEREAS, Participant has been a valued employee of Triangle Bank and
has performed his duties in a capable and efficient manner, resulting in
substantial growth and progress to Triangle Bank; and
WHEREAS, Triangle Bank has been acquired by the Bank and the
Participant is expected to perform valuable services in the future which shall
be of special importance to the Bank and for which it would be difficult for the
Bank to find a suitable replacement; and
WHEREAS, Centura has established the Centura Banks, Inc. Omnibus
Supplemental Executive Retirement Plan (the "Omnibus SERP"), the terms of which
Omnibus SERP are incorporated herein by reference; and
WHEREAS, Centura now deems it advisable to offer to Participant certain
rights and benefits under the Omnibus SERP and this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. RETIREMENT BENEFITS. Participant may elect Early Retirement at
any time during the ninety (90) day period beginning on his
58th birthday (the "Election Period"). Participant shall not
be entitled to Retirement benefits hereunder unless he elects
Early Retirement and actually retires during the Election
Period.
Subject to the provisions of this Agreement and the Omnibus
SERP, upon Participant's Early Retirement during the Election
Period, Participant shall receive a monthly Retirement benefit
equal to (a) minus (b) minus (c) minus (d) below:
(a) An amount equal to seventy percent (70%) of
Participant's Final Average Monthly Compensation.
"Final Average Monthly Compensation" means 1/12th of
the Annual Compensation payable to Participant as of
his termination of employment. "Annual Compensation"
means Participant's
total compensation to be reported on his Form W-2,
annualized on the basis of rate of pay as of
Participant's termination of employment, including
bonuses and salary reduction contributions to
deferred compensation or other plans maintained by
Centura; less
(b) An amount equal to Participant's monthly pension
benefit under the Qualified Plan. For this purpose,
Participant's monthly pension benefit under the
Qualified Plan shall be calculated in accordance with
the terms of the Qualified Plan as in effect on
Participant's Retirement Date, in the form of a life
annuity, payable monthly commencing at the same time
as the Retirement Benefits hereunder; less
(c) An amount equal to Participant's monthly supplemental
pension benefit under Article VII of the Omnibus SERP
and Section 4 of this Agreement. For this purpose,
Participant's monthly supplemental pension benefit
shall be calculated in the same manner as his monthly
pension benefit under the Qualified Plan; less
(d) Commencing on Participant's 62nd birthday, an
amount equal to Participant's primary Social Security
benefit payable monthly under the Old Age Survivors
and Disability Insurance (Social Security Act). For
this purpose, it shall be assumed that Participant's
Social Security benefit payments commence at age 62,
notwithstanding any election by Participant to delay
such payments. Notwithstanding the foregoing, if
Participant dies after retirement benefits commence
hereunder but prior to attaining age 62, the
reduction required under this subsection (d), if any,
shall be applied beginning with the first payment
subsequent to the date Social Security benefits are
first payable to the surviving spouse or other
beneficiary notwithstanding any elections by the
surviving spouse or other beneficiary to delay such
payments and shall be in the amount equal to
Participant's primary Social Security benefit payable
monthly to the surviving spouse or other beneficiary
under the Social Security Act. Once a reduction for
Social Security is first determined under this
subsection (d), the amount of the reduction shall
remain fixed for all subsequent retirement payments
under this Section 1.
Participant's Retirement benefit shall commence as of the
first day of the month coinciding with or next following his
Retirement Date, and shall continue for two hundred and forty
(240) months.
2. DEATH BENEFITS. If a Participant dies at any time before
electing Early Retirement under Section 1 and while actively
employed as a full-time officer of the Bank, Participant's
beneficiary shall receive a monthly death benefit equal to (a)
minus (b) minus (c) minus (d) below:
(a) An amount equal to seventy percent (70%) of
Participant's Final Average Monthly Compensation.
"Final Average Monthly
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Compensation" means 1/12th of the Annual Compensation
payable to Participant as of the date of his death.
"Annual Compensation" means Participant's total
compensation to be reported on his Form W-2,
annualized on the basis of rate of pay as of the date
of Participant's death, including bonuses and salary
reduction contributions to deferred compensation or
other plans maintained by Centura; less
(b) An amount equal to the surviving spouse's monthly
pension benefit, if any, under the Qualified Plan.
For this purpose, the surviving spouse's monthly
pension benefit under the Qualified Plan shall be
calculated in accordance with the terms of the
Qualified Plan as in effect on Participant's date of
death, in the form of a life annuity, payable monthly
commencing at the same time as the death benefits
hereunder; less
(c) An amount equal to the surviving spouse's monthly
supplemental pension benefit, if any, under Article
VII of the Omnibus SERP and Section 4 of this
Agreement. For this purpose, the surviving spouse's
monthly supplemental pension benefit shall be
calculated in the same manner as his monthly pension
benefit under the Qualified Plan; less
(d) An amount equal to Participant's primary Social
Security benefit payable to the surviving spouse or
other beneficiary under the Old Age Survivors and
Disability Insurance (Social Security Act). For this
purpose, it shall be assumed that the spouse or other
beneficiary's Social Security benefit payments
commence at the later of (1) the time death benefits
commence hereunder, and (2) the date Social Security
benefits are first payable to the surviving spouse or
other beneficiary, notwithstanding any election by
the surviving spouse or other beneficiary to delay
such payments. Once a reduction for Social Security
is first determined under this subsection (d), the
amount of the reduction shall remain fixed for all
subsequent death benefit payments under this Section
2.
Participant's death benefit shall commence as of the first day
of the month coinciding with or next following his date of
death, and shall continue for two hundred and forty (240)
months.
Participant's beneficiary will not be entitled to any death
benefits under this Agreement if Participant dies by
committing suicide within two years from the date of this
Agreement. If Participant's beneficiary predeceases
Participant and Participant does not thereafter designate a
new beneficiary, the death benefits payable pursuant to this
Section 2 shall be paid to Participant's estate.
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3. DISABILITY BENEFITS. If, prior to Participant's electing Early
Retirement under Section 1 and after Participant has completed
at least ten (10) years of continuous employment with the Bank
(including employment with Triangle Bank prior to February 18,
2000), Participant's employment with the Bank is terminated as
a result of Disability, Participant shall receive a monthly
Disability benefit hereunder, payable for a period of two
hundred and forty (240) months. The monthly Disability benefit
shall equal (a) minus (b) minus (c) minus (d) minus (e) below:
(a) Seventy percent (70%) of Participant's Final Average
Monthly Compensation; less ----
(b) An amount equal to Participant's monthly pension
benefit under the Qualified Plan. For this purpose,
Participant's monthly pension benefit under the
Qualified Plan shall be calculated in accordance with
the terms of the Qualified Plan as in effect on the
date Participant commences receiving benefits under
the Qualified Plan, in the form of a life annuity,
payable monthly commencing at the same time as
Participant commences receiving any benefits under
the Qualified Plan; less
(c) An amount equal to Participant's monthly supplemental
pension benefit under Article VII of the Omnibus SERP
and Section 4 of this Agreement. For this purpose,
Participant's monthly supplemental pension benefit
shall be calculated in the same manner as his monthly
pension benefit under the Qualified Plan; less
(d) An amount equal to Participant's primary Social
Security benefit payable under the Old Age Survivors
and Disability Insurance (Social Security Act). For
this purpose, it shall be assumed that Participant's
Social Security benefit payments commence at the time
Disability benefits commence hereunder,
notwithstanding any election by Participant to delay
such payments. Once a reduction for Social Security
is first determined under this subsection (d), the
amount of the reduction shall remain fixed for all
subsequent disability benefit payments under this
Section 3; less
(e) The amount of any monthly disability benefit payable
to the Participant under any group or individual
disability income policy sponsored by the Bank or
Centura.
In the event Disability benefit payments terminate pursuant to
subsections (a), (b) or (c) of Section 6.3 of the Omnibus SERP
and before Participant has received two hundred and forty
(240) monthly payments under this Section 3, the remaining
payments shall be recharacterized as Retirement or death
benefits and shall be paid to Participant (or his beneficiary
or estate in accordance with Section 1 or 2 of this Agreement,
as the case may be) provided that the amount of each payment
to Participant shall continue to be governed by this Section
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provided further that the amount of any payment
recharacterized as a death benefit shall be equal to the last
payment made to Participant before his death.
4. EXCESS BENEFITS. Participant shall be entitled to Excess
Benefits pursuant to Article VII of the Omnibus SERP.
5. DESIGNATION OF BENEFICIARIES. The Participant shall designate
his or her beneficiary(ies) on the Beneficiary Designation
Form attached hereto and made a part hereof.
6. CHANGE IN CONTROL. Upon a change in control, as defined in
Section 8.3 of the Omnibus SERP, the Participant's rights and
accrued benefits under the Omnibus SERP and this Agreement
shall be fully vested. Accordingly:
(a) for purposes of Section 1 of this Agreement, if
Participant is no longer employed by Bank as of his
58th birthday, he shall nevertheless be entitled to
elect during the Election Period to begin receiving
his Retirement Benefit. Participant's Final Average
Monthly Compensation shall be determined by reference
to his Annual Compensation as of his actual
termination of employment;
(b) for purposes of Section 2 of this Agreement, the
requirement that Participant be actively employed as
a full-time officer of Bank shall be disregarded.
Participant's Final Average Monthly Compensation
shall be determined by reference to his Annual
Compensation as of his actual termination of
employment; and
(c) for purposes of Section 3 of this Agreement,
Participant shall be deemed to have completed ten
(10) years of employment with Bank. If Participant is
no longer employed by Bank at the time of his
Disability, he shall nevertheless be entitled to
Disability Benefits under Section 3. Participant's
Final Average Monthly Compensation shall be
determined by reference to his Annual Compensation as
of his actual termination of employment.
7. TERMINATION OF EMPLOYMENT AND FORFEITURE. Centura or the Bank
may terminate the Participant's employment with Cause. For
purposes of this Agreement, "Cause" shall mean:
(a) the willful and continued failure of Executive to
perform substantially Executive's duties with Centura
or the Bank (other than any such failure resulting
from incapacity due to physical or mental illness,
and specifically excluding any failure by Executive,
after reasonable efforts, to meet performance
expectations), after a written demand for substantial
performance is delivered to Executive by the Board of
Directors of Centura or the Bank, as applicable,
which specifically identifies the
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manner in which such Board believes that Executive
has not substantially performed Executive's duties,
or
(b) the willful engaging by Executive in illegal conduct
or gross misconduct which is materially and
demonstrably injurious to Centura or the Bank.
For purposes of this provision, no act or failure to act, on
the part of Executive, shall be considered "willful" unless it
is done, or omitted to be done, by Executive in bad faith and
without reasonable belief that Executive's action or omission
was in the best interests of Centura or the Bank, as the case
may be. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the applicable Board
of Directors or based upon the advice of counsel for Centura
or the Bank shall be conclusively presumed to be done, or
omitted to be done, by Executive in good faith and in the best
interests of Centura or the Bank, as the case may be. The
cessation of employment of Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds of the entire
membership of the applicable Board of Directors (excluding
Executive) at a meeting of such Board called and held for such
purpose (after reasonable notice is provided to Executive and
Executive is given an opportunity, together with counsel, to
be heard before such Board), finding that, in the good faith
opinion of such Board, Executive is guilty of the conduct
described in subparagraph (a) or (b) above, and specifying the
particulars thereof in detail.
Upon such termination, Participant shall forfeit all rights
and benefits under this Agreement, except those benefits
provided pursuant to Section 4 above and Article VII of the
Omnibus SERP.
8. PLAN TERMINATION. In the event of the termination of the Plan,
pursuant to Section 14.6 of the Plan, prior to the
Participant's death, Retirement or Disability under Sections
1, 2 or 3 hereof, the Participant shall become fully vested in
his Retirement Benefits under Section 1 of this Agreement, and
shall become entitled to payment in a single sum of the
actuarial equivalent of his Retirement Benefits under Section
1 and his Excess Benefits under Section 4, determined using
the Discount Rate and payable as soon as administratively
possible after the termination of the Plan. In the event of
the termination of the Plan, pursuant to Section 14.6 of the
Plan, after benefit payments have commenced hereunder, the
Participant (or his beneficiaries) shall become entitled to
payment in a single sum of the actuarial equivalent of the
remaining payments due hereunder, determined using the
Discount Rate and payable as soon as administratively possible
after the termination of the Plan.
9. GENERAL PROVISIONS.
(a) This Agreement, together with the Omnibus SERP, the
terms of which are incorporated herein by reference,
set forth all of the promises, agreements,
conditions, understandings, warranties, and
representations between the
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parties with respect to the benefits described
hereunder, and there are no promises, agreements,
conditions, understandings, warranties, or
representations, oral or written, express or implied
with respect to the benefits hereunder other than as
set forth in the Omnibus SERP and this Agreement. Any
modifications or any waivers of any provision
contained in this Agreement shall not be valid unless
made in writing and signed by the person or persons
sought to be bound by such waiver or modification.
(b) All benefits hereunder shall be payable from the
general assets of the Bank. All costs or expenses in
connection with the administration of this Agreement
shall be borne by the Bank.
(c) The provisions of this Agreement are severable and if
any one or more of the provisions are determined to
be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions, and any partially
unenforceable provision to the extent enforceable in
any jurisdiction, shall nevertheless be binding and
enforceable.
(d) The waiver by Centura or the Bank of a breach by the
Participant of any provision of this Agreement shall
not operate or be construed as a waiver of any
subsequent breach by the Participant.
(e) The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the
parties hereto and their successors and assigns,
including, without limitation, Participant's
beneficiary, the estate of Participant, as well as
the executors, administrators, and trustees of such
estate.
(f) Participant acknowledges that he has received, read,
and is familiar with the Omnibus SERP, which contains
certain additional provisions governing the benefits
granted hereunder.
(g) The provisions of this Agreement shall be construed
in accordance with the laws of the State of North
Carolina to the extent not pre-empted by the laws of
the United States of America, including ERISA.
(h) Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meaning set
forth in the Omnibus SERP.
(i) For purposes of this Agreement, the term "Discount
Rate" means the interest rate used from time to time
for determining single sum distributions under the
Qualified Plan for the month in which a determination
is being made.
(j) This Agreement and all benefits provided hereunder
shall expire on the 91st day after Participant's 58th
birthday unless Participant has elected Early
Retirement within the Election Period or
Participant's benefits have otherwise commenced under
Sections 2 or 3.
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(k) Any amounts withdrawn from the cash surrender values
of insurance policies by the Owner thereof, and any
amounts paid to the Owner or the Owner's beneficiary
by reason of the Participant's death, pursuant to and
in accordance with the Split Dollar Agreement between
Centura Banks, Inc. and its Subsidiaries and the
Participant, and dated as of February 18, 2000, as
the same may hereafter be amended from time to time
(the "Split Dollar Agreement"), shall offset and
reduce, dollar for dollar, amounts payable hereunder
including amount payable under Section 4, above.
Participant acknowledges that any policies obtained
under the above-referenced Split Dollar Agreement do
not fund any of the benefits to which he or his
beneficiary may become entitled under this Agreement
and that any such policy shall not be held or deemed
to be held under any trust for the benefit of the
Participant, or his beneficiary, or to be collateral
security for the performance of the obligations of
Centura or the Bank, but shall be and remain subject
to the claims of the general creditors of Centura
and/or the Bank.
(l) To the extent benefits upon the Participant's death
are payable under this Agreement in a form other than
a single sum payment, the offset and reduction
required by subsection 9(k) above shall be based on
the single sum actuarial equivalent of any remaining
installment or annuity payments due hereunder,
determined using the Discount Rate. The Owner's death
benefits paid to the Owner or the Owner's beneficiary
under the terms of the Split Dollar Agreement shall
offset and reduce the amount of each remaining
installment or annuity payment due hereunder, in
direct proportion to the offset and reduction to the
single sum actuarial equivalent.
(m) In accordance with Section 3.3 of the Omnibus SERP,
the Committee shall have the exclusive right to
interpret, construe and administer the Omnibus SERP
and this Agreement. The Committee's authority and
responsibility shall include, and shall not be
limited to, the calculation of any offsets provided
under the terms of Sections 1, 2, 3 or 4 hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Authorized Officer
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Authorized Officer
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
(Corporate Seal)
PARTICIPANT
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (SEAL)
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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