TIB BANK DIRECTOR DEFERRED FEE AGREEMENT As Amended and Restated
TIB
BANK
As
Amended and Restated
THIS
AGREEMENT is made this _______ day of ________________, 2008, by and between TIB
BANK, a Florida banking corporation located in Key Largo, Florida (the
“Company”), and ________________ (the “Director”).
WHEREAS,
certain revisions to the Agreement are necessary in order to conform such
Agreement to the requirements of Section 409A of the Code and related
regulations and notices promulgated thereunder, with such revisions to be
effective as of December 31, 2008.
NOW,
THEREFORE BE IT RESOLVED, that the Agreement shall be revised, amended and
restated in its entirety, effective as of December 31, 2008, as
follows:
INTRODUCTION
To
encourage the Director to remain a member of the Company's Board of Directors,
the Company is willing to provide to the Director a deferred fee
opportunity. The Company will pay each Director's benefits from the
Company's general assets.
AGREEMENT
The
Director and the Company agree as follows:
ARTICLE
1
DEFINITIONS
1.1 Definitions. Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:
1.1.1 “Anniversary Date” means
December 31 of each year.
1.1.2 “Change of Control of the
Company shall mean (1) a change in ownership of the Company under paragraph (i)
below, or (2) a change in effective control of the Company under paragraph (ii)
below, or (3) a change in the ownership of a substantial portion of the assets
of the Company under paragraph (iii) below. With respect to determination
of a Change in Control, Company shall refer to TIB Bank and/or TIB Financial
Corp. (the “Holding Company”), the parent bank holding company of TIB
Bank.
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(i)
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Change
in the ownership of the Company. A change in the ownership of
the Company shall occur on the date that any one person, or more than one
person acting as a group (as defined in Treasury Regulation Section
1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the corporation
that, together with stock held by such person or group, constitutes more
than 50% of the total fair market value or total voting power of the stock
of such corporation.
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(ii)
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Change
in the effective control of the Company. A change in the
effective control of the Company shall occur on the date that either (i)
any one person, or more than one person acting as a group (as defined in
Treasury Regulation Section 1.409A-3(g)(5)(v)(B)), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the
corporation possessing 30% or more of the total voting power of the stock
of such corporation; or (ii) a majority of members of the corporation’s
Board of Directors is replaced during any 12-month period by Directors
whose appointment or election is not endorsed by a majority of the members
of the corporation’s Board of Directors prior to the date of the
appointment or election, provided that this sub-section (ii) is
inapplicable where a majority shareholder of the Company is another
corporation.
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(iii)
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Change
in the ownership of a substantial portion of the Company’s
assets. A change in the ownership of a substantial portion of
the Company’s assets shall occur on the date that any one person, or more
than one person acting as a group (as defined in Treasury Regulation
Section 1.409A-3(g)(5)(v)(b)), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the corporation that have a total gross
fair market value equal to or more than 40% of the total gross fair market
value of (i) all of the assets of the Company, or (ii) the value of the
assets being disposed of, either of which is determined without regard to
any liabilities associated with such
assets.
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(iv)
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For
all purposes hereunder, the definition of Change in Control shall be
construed to be consistent with the requirements of Treasury Regulation
Section 1.409A-3(g), except to the extent that such regulations are
superseded by subsequent guidance.
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1.1.3 “Code” means the Internal
Revenue Code of 1986, as amended.
1.1.4 “Crediting Rate” means an
interest rate calculated annually approximating the cost of an intermediate term
unsecured fixed rate borrowing by the holding company rounded down to the
nearest whole percentage.
1.1.5 “Deferral Account” means the
Company's accounting of the Director's accumulated Deferrals
plus accrued interest.
1.1.6 “Deferrals” means the amount
of the Director's Fees that the Director elects to defer according to this
Agreement.
1.1.7 “Disability” means the
Director: (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months; or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees or
directors of the Company. Medical determination of Disability may be
made by either the Social Security Administration or by the provider of an
accident or health plan covering employees or directors of the Company provided
that the definition of “disability” applied under such disability insurance
program complies with the requirements of the preceding
sentence. Upon the request of the plan administrator, the Director
must submit proof to the plan administrator of the Social Security
Administration’s or the provider’s determination.
1.1.8 “Effective Date” means the
initial effective date of July 1, 2003 with respect to the Agreement and
December 31, 2008 with respect to the Agreement as amended and restated for the
amendment and restatement.
1.1.9 “Election Form” means the
Form attached as Exhibit 1.
1.1.10 “Fees” means the Director's
annual retainer that is paid in quarterly installments for serving as a member
of the Board of Directors.
1.1.11 “Normal Retirement Age” means the
later of the Director's 70th
birthday or the fifth anniversary of the Effective Date.
1.1.12 “Normal Retirement Date” means the
later of the Normal Retirement Age or the Director's Termination of
Service.
1.1.13 “Payment Rate” means a fixed
rate of 8.0% per year.
1.1.14 “Plan Year” means the
calendar year. The first Plan Year is a short year beginning on the
Effective Date.
1.1.14a “Specified Employee” means an
employee who at the time of Termination of Service is a key employee of the
Company, if any stock of the Holding Company is publicly traded on an
established securities market or otherwise. For purposes of this
Agreement, an employee is a key employee if the employee is (i) an officer of
the Company having an annual compensation greater than $150,000 (as indexed),
(ii) a 5-percent owner of the Holding Company, or (iii) a 1-percent owner of the
Holding Company having an annual compensation from the Company greater than
$150,000 at any time during the twelve (12) month period ending on December 31
(the “identification period”). If the employee is a key employee
during an identification period, the employee is treated as a key employee for
purposes of this Agreement during the twelve (12) month period that begins on
the first day of April following the close of the identification
period.
1.1.15 “Termination of Service” means
that the Director ceases service with the Company for any reason whatsoever
other than by reason of death, Disability, or a leave of absence, which is
approved by the Company. "Termination of Service" shall have the same meaning as
"separation from service", as that phrase is defined in Section 409A of the Code
(taking into account all rules and presumptions provided for in the Section 409A
regulations).
1.1.16 “Unforeseeable Emergency”
means a severe financial hardship to the Director resulting
from an illness or accident of the Director, the Director’s spouse, or
the Director’s
dependent (as defined in Section 152(a) of the Code), loss of the Director’s property
due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Director.
ARTICLE
2
DEFERRAL
ELECTION
2.1 Initial
Election. The Director shall make an initial deferral election
under this Agreement by filing with the Company a signed Election Form within
thirty (30) days after the date of this Agreement. The Election Form
shall set forth the amount of Fees to be deferred. The Election Form
shall be effective to defer only Fees earned after the date the Election Form is
received by the Company.
2.2 Election Changes
2.2.1 Generally. The
Director may modify the amount of Fees to be deferred annually by filing a new Election Form with the Company prior to
the beginning of the Plan Year in which the Fees are to be
deferred. The modified deferral election shall not be effective until
the calendar year following the year in which the subsequent Election Form is
received and approved by the Company.
2.2.2 Hardship. If an
Unforeseeable Emergency occurs, the Director, by written instructions to the
Company, may discontinue deferrals hereunder. Any subsequent Deferral
Elections may be made only in accordance with Section 2.2 hereof.
ARTICLE
3
DEFERRAL
ACCOUNT
3.1 Establishing and
Crediting. The Company shall establish a Deferral Account on
its books for the Director and shall credit to the Deferral Account the
following amounts:
3.1.1 Deferrals. The
Fees deferred by the Director as of the time the Fees would have otherwise been
paid to the Director.
3.1.2 Interest. On each
Anniversary Date and immediately prior to the payment of any benefits, but only
until Termination of Service, interest is to be accrued on the account balance
and compounded at an annual rate on each anniversary of the date of this
Agreement and immediately prior to the payment of any benefits at an annual rate
equal to the Crediting Rate.
3.2 Statement of
Accounts. The Company shall provide to the Director, within
one hundred twenty (120) days after each Anniversary Date, a statement setting
forth the Deferral Account balance.
3.3 Accounting Device
Only. The Deferral Account is solely a device for measuring
amounts to be paid under this Agreement. The Deferral Account is not
a trust fund of any kind. The Director is a general unsecured
creditor of the Company for the payment of benefits. The benefits
represent the mere Company promise to pay such benefits. The
Director's rights are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
the Director's creditors.
ARTICLE
4
LIFETIME
BENEFITS
4.1 Normal Retirement
Benefit. Upon the Normal Retirement Date, the Company shall
pay to the Director the benefit described in this Section 4.1 in lieu of any
other benefit under this Agreement.
4.1.2 Payment of Benefit. The
Company shall pay the benefit to the Director in one hundred twenty (120) equal
monthly installments, including interest at the Payment Rate, commencing on the
first day of the month following the Director’s Normal Retirement
Date.
4.2 Early Retirement
Benefit. Upon Termination of Service prior to the Normal
Retirement Age for reasons other than death, Disability or following a Change of
Control the Company shall pay to the Director the benefit described in this
Section 4.2 in lieu of any other benefit under this Agreement.
4.2.1 Amount of
Benefit. The benefit under this Section 4.2 is the Deferral
Account balance at the Director's Termination of Service plus interest at the
Payment Rate until commencement of payments under Section 4.2.2.
4.2.2 Payment of Benefit. The
Company shall pay the benefit to the Director in one hundred twenty (120) equal
monthly installments, including interest at the Payment Rate, commencing on the
first day of the month following the Director’s Normal Retirement
Age.
4.3 Disability Benefit. If
the Director experiences a Disability prior to Normal Retirement Age, the
Company shall pay to the Director the benefit described in this Section 4.3 in
lieu of any other benefit under this Agreement.
4.3.1 Amount of Benefit. The
benefit under this Section 4.3 is the Deferral Account balance upon the
occurrence of Disability.
4.3.2 Payment of Benefit. The
Company shall pay the benefit to the Director in one hundred twenty (120) equal
monthly installments, including interest at the Payment Rate, commencing on the
first day of the month following such Disability.
4.4 Change of Control
Benefit. Upon a Change of Control, the Company shall pay to the
Director the benefit described in this Section 4.4 in lieu of any other benefit
under this Agreement.
4.4.2 Payment of Benefit. The
Company shall pay the benefits to the Director in a lump sum within sixty (60)
days following such Change of Control.
4.5 Hardship
Distribution. If an Unforeseeable Emergency occurs, the Director may petition
the Board to receive a distribution from the Agreement. The Board in
its sole discretion may grant such petition. If granted, the Director shall
receive, within sixty (60) days, a distribution from the Agreement (i) only to
the extent deemed necessary by the Board to remedy the Unforeseeable Emergency,
plus an amount necessary to pay taxes reasonably anticipated as a result of the
distribution; and (ii) after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Director’s assets (to
the extent the liquidation would not itself cause severe financial
hardship). In any event, the maximum amount which may be paid out
pursuant to this Section 4.5 is the Deferral Account balance as of the day that
the Director
petitioned the Board to receive a Hardship Distribution under this
Section.
4.6 Restriction on Timing of
Distributions. Notwithstanding any provision of this Agreement
to the contrary, if the Director is considered
a Specified Employee at Termination of Service under such procedures as
established by the Company in accordance with Section 409A of the Code, benefit
distributions that are made upon Termination of Service may not commence earlier
than six (6) months after the date of such Termination of
Service. Therefore, in the event this Section 4.6 is applicable to
the Director,
any distribution which would otherwise be paid to the Director within the first
six months following the Termination of Service shall be accumulated and paid to
the Director in
a lump sum on the first day of the seventh month following the Termination of
Service. All subsequent distributions shall be paid in the manner
specified.
4.7 Distributions Upon Income Inclusion
Under Section 409A of the Code. Upon the inclusion of any
amount into the Director’s income as a result of the failure of this
non-qualified deferred compensation plan to comply with the requirements of
Section 409A of the Code, to the extent such tax liability can be covered by the
Deferral Account balance, a distribution shall be made as soon as is
administratively practicable following the discovery of the plan
failure.
4.8 Change in Form or Timing of
Distributions. All changes in the form or timing of
distributions hereunder must comply with the following
requirements. The changes:
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(a)
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may
not accelerate the time or schedule of any distribution, except as
provided in Section 409A of the Code and the regulations
thereunder;
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(b)
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must,
for benefits distributable under Section 4.2, be made at least twelve (12)
months prior to the first scheduled
distribution;
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(c)
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must,
for benefits distributable under Sections 4.1, 4.2 and 4.4, delay the
commencement of distributions for a minimum of five (5) years from the
date the first distribution was originally scheduled to be
made; and
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(d)
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must
take effect not less than twelve (12) months after the election is
made.
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4.9 De Minimus Lump Sum
Payment. Notwithstanding the foregoing, the Company may, in
its sole discretion, commence pay-out of a Director’s Deferral Account at any
time, provided that such pay-out amount shall be in an amount equal to not less
than the lump sum value of such Deferral Account determined on the date of such
pay-out; provided that such pay-out (1) accompanies the termination of the
Director’s entire interest under the Agreement and all similar arrangements that
constitute an account balance plan under Regulations at Section 1.409A-1(c)(2)
applicable to Section 409A of the Code; and (2) the payment is not greater than
the applicable dollar amount under Section 402(g)(1)(B) of the
Code.
ARTICLE
5
DEATH
BENEFITS
5.1 Death During Active
Service. If the Director dies while in the active service of
the Company, the Company shall pay to the Director's beneficiary the benefit
described in this Section 5.1 in lieu of any other benefit under this
Agreement.
5.1.1 Amount of
Benefit. The benefit under Section 5.1 is the Deferral Account
balance at the date of the Director's death.
5.1.2 Payment of
Benefit. The Company shall pay the benefit to the Director's
beneficiary in a lump sum within 60 days following the Director's
death.
5.2 Death During Benefit
Period. If the Director dies after benefit payments have
commenced under this Agreement but before receiving all such payments, the
Company shall pay the remaining benefits to the Director's beneficiary at the
same time and in the same amounts they would have been paid to the Director had
the Director survived.
5.3 Death after Termination of Service
but Before Benefit Payments Commence. If the Director is
entitled to benefit payments under this Agreement, but dies prior to the
commencement of said benefit payments, the Company shall pay the benefit
payments to the Director's beneficiary that the Director was entitled to prior
to death except that the benefit payments shall commence on the first day of the
month following the date of the Director's death.
ARTICLE
6
BENEFICIARIES
6.1 Beneficiary
Designations. The Director shall designate a beneficiary by
filing a written designation with the Company. The Director may
revoke or modify the designation at any time by filing a new
designation. However, designations will only be effective if signed
by the Director and accepted by the Company during the Director's
lifetime. The Director's beneficiary designation shall be deemed
automatically revoked if the beneficiary predeceases the Director, or if the
Director names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's
estate.
6.2 Facility of
Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely
discharge the Company from all liability with respect to such
benefit.
ARTICLE
7
GENERAL
LIMITATIONS
7.1 Notwithstanding
any provision of this Agreement to the contrary, the Company shall not pay any
benefit under this Agreement that is in excess of the Director Deferrals if any
of the following events occur:
7.1.1 Termination for
Cause. If the Company terminates the Director's service
for:
7.1.1.1 Gross
negligence or gross neglect of duties to the Company;
7.1.1.2 Commission
of a felony or of a gross misdemeanor involving moral turpitude involving the
Director's services to the Company; or
7.1.1.3 Fraud,
disloyalty, dishonesty or willful violation of any law or significant Company
policy committed in connection with the Director's Service and resulting in an
adverse effect on the Company.
7.1.2 Suicide. If the
Director commits suicide within two years after the date of this Agreement, or
if the Director has made any material misstatement of fact on any application
for life insurance purchased by the Company.
7.2 Regardless
of Section 7.1 and any other provision to the contrary, no benefit will be paid
to the extent the benefit would create an excess parachute payment under Section
280G of the Code.
CLAIMS
AND REVIEW PROCEDURES
8.1 Claims
Procedure. The Company shall notify any person or entity that
makes a claim against the Agreement (the “Claimant”) in writing, within ninety
(90) days of his or her written application for benefits, of his or her
eligibility or non-eligibility for benefits under the Agreement. If
the Company determines that the Claimant is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such denial,
(2) a specific reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect his or her claim, and a description of why it is
needed, and (4) an explanation of the Agreement's claims review procedure and
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim reviewed. If the Company determines that there are
special circumstances requiring additional time to make a decision, the Company
shall notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period.
8.2 Review
Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the
petition, the Company shall afford the Claimant (and counsel, if any) an
opportunity to present his or her position to the Company orally or in writing,
and the Claimant (or counsel) shall have the right to review the pertinent
documents. The Company shall notify the Claimant of its decision in
writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the Claimant and
the specific provisions of the Agreement on which the decision is
based. If, because of the need for a hearing, the sixty-day period is
not sufficient, the decision may be deferred for up to another sixty-day period
at the election of the Company, but notice of this deferral shall be given to
the Claimant.
ARTICLE
9
AMENDMENTS
AND TERMINATION
9.1 Amendments. This
Agreement may be amended only by a written agreement signed by the Company and
the Director. However, the Company may unilaterally amend this
Agreement to conform with written directives to the Company from its auditors or
banking regulators or to comply with legislative changes or tax law, including
without limitation Section 409A of the Code and any and all Treasury regulations
and guidance promulgated thereunder.
9.2 Plan Termination
Generally. This Agreement may be terminated only by a written
agreement signed by the Company and the Director. Except as provided
in Section 9.3, the termination of this Agreement shall not cause a distribution
of benefits under this Agreement. Rather, after such termination
benefit distributions will be made at the earliest distribution event permitted
under Article 4 or Article 5.
9.3 Plan Terminations Under Section
409A. Notwithstanding anything to the contrary in Section 9.2,
if this Agreement terminates in the following circumstances:
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(a)
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Within
thirty (30) days before, or twelve (12) months after a Change of Control,
provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that
all the Company's arrangements which are substantially similar to the
Agreement are terminated so the Director and all participants in the
similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12)
months of the termination of the
arrangements;
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(b)
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Upon
the Company’s dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Agreement are included in the
Director's gross income in the latest of (i) the calendar year in which
the Agreement terminates; (ii) the calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or (iii) the first
calendar year in which the distribution is administratively practical;
or
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(c)
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Upon
the Company’s termination of this and all other arrangements that would be
aggregated with this Agreement pursuant to Treasury Regulations Section
1.409A-1(c) if the Director participated in such arrangements (“Similar
Arrangements”), provided that (i) the termination and liquidation does not
occur proximate to a downturn in the financial health of the Company, (ii)
all termination distributions are made no earlier than twelve (12) months
and no later than twenty-four (24) months following such termination, and
(iii) the Company does not adopt any new arrangement that would be a
Similar Arrangement for a minimum of three (3) years following the date
the Company takes all necessary action to irrevocably terminate and
liquidate the Agreement;
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the
Company may distribute the Deferral Account balance, determined as of the date
of the termination of the Agreement, to the Director in a lump sum subject to
the above terms.
ARTICLE
10
MISCELLANEOUS
10.1 Binding
Effect. This Agreement shall bind the Director and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
10.2 No Guarantee of
Service. This Agreement is not a contract for
services. It does not give the Director the right to remain a
Director of the Company, nor does it interfere with the shareholders' rights to
replace the Director. It also does not require the Director to remain
a Director nor interfere with the Director's right to terminate services at any
time.
10.3 Non-Transferability. Benefits
under this Agreement cannot be sold, transferred, assigned, pledged, attached or
encumbered in any manner.
10.4 Tax
Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this
Agreement.
10.5 Applicable
Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of Florida, except to the extent preempted by the laws
of the United States of America.
10.6 Unfunded
Arrangement. The Director and the Director's beneficiary are
general unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the
Company to pay such benefits. The rights to benefits are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance
on the Director's life is a general asset of the Company to which the Director
and the Director's beneficiary have no preferred or secured claim.
10.7 Reorganization. The
Company shall not merge or consolidate into or with another company, or
reorganize, or sell substantially all of its assets to another company, firm, or
person unless such succeeding or continuing company, firm, or person agrees to
assume and discharge the obligations of the Company under this
Agreement.
10.8 Entire
Agreement. This Agreement constitutes the entire agreement
between the Company and the Director as to the subject matter
hereof. No rights are granted to the Director by virtue of this
Agreement other than those specifically set forth herein.
10.9 Administration. The
Company shall have powers which are necessary to administer this Agreement,
including but not limited to:
10.9.2 Establishing
and revising the method of accounting for the Agreement;
10.9.3 Maintaining
a record of benefit payments; and
10.9.4 Establishing
rules and prescribing any forms necessary or desirable to administer the
Agreement.
10.10 Designated
Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate
to others certain aspects of the management and operation responsibilities of
the plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
10.11 Compliance with Section
409A. This Agreement shall at all times be administered and
the provisions of this Agreement shall be interpreted consistent with the
requirements of Section 409A of the Code and any and all regulations thereunder,
including such regulations as may be promulgated after the Effective Date of
this Agreement.
10.12 Special One-Time Election in 2008
for Distribution that may be made in 2009. Notwithstanding
anything contained herein to the contrary, provided the Director is still in
active service with the Company as of December 31, 2008, the Director may elect
in writing on or before December 31, 2008 to
receive a lump-sum cash payment of the Director’s entire vested Deferral Account
valued as of December 31, 2008. In accordance with IRS Notice
2007-86, such one-time election is in conformity with Section 409A of the Code
and applicable regulations. The Director’s Deferral Account will be
paid as soon as administratively feasible in 2009, but in no event later than
March 14, 2009, based upon the calculation of the December 31, 2008
valuation.
IN
WITNESS WHEREOF, the Director and a duly authorized Company officer have signed
this Agreement.
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COMPANY:
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TIB
BANK
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By:
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Title:
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DIRECTOR:
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EXHIBIT
1
TO
DEFERRAL
ELECTION
I elect
to defer my Fees received under the Director Deferred Fee Agreement with the
Company, as follows:
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AMOUNT
OF DEFERRAL
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DURATION
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[INITIAL
AND COMPLETE ONE]
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[INITIAL
ONE]
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_____
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I
elect to defer ____% of my Fees (Retainer).
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_____
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One
Year only
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_____
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I
elect to defer $____ of my Fees (Retainer).
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_____
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For
_____ [INSERT NUMBER] Years
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_____
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I
elect not to defer any of my Fees (Retainer).
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_____
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Until
Termination of Service
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_____
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Until
__________, ____ (date)
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I
understand that I may change the amount and duration of my deferrals by filing a
new election form with the Company; provided, however, that any subsequent
election will not be effective until the calendar year following the year in
which the new election is received by the Company. I understand that
Fees, for purposes of the Agreement and this election, means only the annual
retainer for serving as a member of the Company's Board of
Directors.
|
Signature:
|
Date:
|
|||
|
Accepted
by the Company this ______ day of _______________,
200__.
|
||||
|
By:
|
||||
|
Title:
|
||||
I
designate the following as beneficiary of benefits under the Director Deferred
Fee Agreement payable following my death:
|
Primary:
|
|
|
Contingent:
|
|
NOTE: TO
NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S) AND THE
EXACT NAME AND DATE OF THE TRUST AGREEMENT.
I
understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the
designations will be automatically revoked if the beneficiary predeceases me,
or, if I have named my spouse as beneficiary, in the event of the dissolution of
our marriage.
|
Signature:
|
Date:
|
|||
|
Accepted
by the Company this ______ day of _______________,
200__.
|
||||
|
By:
|
||||
|
Title:
|
||||
TIB
BANK
Participant
2008 Election for a 2009 Lump-Sum Cash Payment of Benefits
Participant
Name: ______________
Deferral
Account Balance as of December 31, 2008: $
WHEREAS,
in accordance with Section 10.12 of the TIB Bank Director Deferred Fee Agreement
by and between TIB Bank and _______________ (the “Plan”), provided that the
Director is still in active service with TIB Bank on December 31, 2008, Director
may elect in writing on or before December 31, 2008 to receive a lump-sum cash
payment of the entire vested and accrued balance in the Participant’s account,
valued as of December 31, 2008 (“Deferral Account”).
WHEREAS,
the Participant’s Deferral Account will be paid as soon as administratively
feasible on or after January 1, 2009, but in no event later than March 14,
2009.
In
accordance with the terms of Section 10.12 of the Plan, I hereby elect to
receive a lump-sum cash payment as soon as administratively feasible on or after
January 1, 2009, but in no event later than March 14, 2009, equal to the value
of the Deferral Account under the Plan listed above, with such value determined
based on the value of such Deferral Account determined as of December 31,
2008. I understand that this election must be executed by me not
later than December 31, 2008, and such election, once made, may not be changed
by me after December 31, 2008; provided, however, such election shall not be
effective if distribution of such benefits otherwise commences on or before
December 31, 2008 in accordance with the Plan. I understand that upon receipt of
such payout, all benefits payable in accordance with the Plan shall be fully
satisfied.
Date: ________________________________
Name: ________________________________
Signature:
________________________________
Received
and Approved by TIB Bank this ______ day of _________________,
2008.
By:
_________________________________
Title:
_________________________________
