JEFFERSON SAVINGS AND LOAN ASSOCIATION
SUPPLEMENTAL RETIREMENT AGREEMENT
---------------------------------
This Agreement entered into as of the 9th day of November,
1993 by and between Jefferson Savings and Loan Association and
Xxxxx X. XxXxx.
WHEREAS, the Executive has been employed by the Association
since February, 1989, and currently is employed in the capacity
of President and Chief Executive Officer of the Association and
in the capacity of Chairman of the Board, President and Chief
Executive Officer of the Company, and is expected to continue in
these capacities; and
WHEREAS, the Executive has performed his duties in a
capable and efficient manner, resulting in substantial growth
and progress to the Company and the Association; and
WHEREAS, the experience of the Executive is such that
assurance of his continued service is desirous to further the
future growth and profits of the Company and the Association;
and
WHEREAS, the Association desires to retain the services of
the Executive to the Company and the Association and as such
wishes to provide the Executive with supplemental retirement
income as an added incentive to remain employed at the Company
and the Association.
NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements hereinafter contained, and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to this Agreement as
follows:
ARTICLE I
DEFINITIONS
-----------
"Agreement" shall mean this agreement between the Executive
and the Association.
"Annual Offset Amount" shall mean the sum of (i) the
primary social security benefit payable annually to the
Executive as of the earliest date, following his termination of
employment, on which he could begin to collect such benefit
(regardless of when such payment actually begins), and (ii) the
annual amount that would be payable to the Executive if that
portion of his account under the Association's 401(k) Savings
Plan which is attributable to the Association's contributions
were paid to him in the form of a 50% joint and survivor
annuity, with his Surviving Spouse as contingent beneficiary,
commencing
1
upon his termination of employment (regardless of when he
actually begins to collect such benefits).
"Association" shall mean Jefferson Savings and Loan
Association.
"Average Annual Compensation" shall mean the average of the
Executive's highest Compensation for the three calendar years
(whether or not such years are consecutive) in the five calendar
years immediately preceding the calendar year in which his
employment with the Association terminates for any reason.
"Benefits" shall mean, collectively, the benefits payable
under Article II, III and IV of the Agreement.
"Change in Control" shall have the meaning set forth in
Section 11(a) of the Employment Agreement.
"Company" shall mean Jefferson Savings Bancorp, Inc.
"Compensation" shall mean the amount of W-2 earnings paid
to an Executive by the Association (plus any amounts withheld
from the Executive under a 401(k) Plan or cafeteria plan
sponsored by the Association) within a Plan Year.
"Disability" shall have the meaning set forth in, and be
determined in accordance with, Section 9(b) of the Employment
Agreement.
"Employment Agreement" shall mean the Executive's
employment agreement with the Company and the Association.
"Executive" shall mean Xxxxx X. XxXxx.
"Just Cause" shall have the meaning set forth in, and be
determined in accordance with, Section 9(c) of the Employment
Agreement.
"Surviving Spouse" shall mean the Executive's spouse on the
date of his death, but shall not include a spouse from whom he
is legally separated or divorced at the time of his death.
"Vested Percentage" shall be determined based on the
Executive's continued service as an employee of the Association
and having attained a specified age, and shall be determined
according to the following schedule:
2
Executive's Continued Service and Executive's
Having Attained Age Vested Percentage
--------------------------------- -----------------
Less than 55 0%
55 66 2/3%
56 70%
57 73 1/3%
58 76 2/3%
59 80%
60 83 1/3%
61 86 2/3%
62 90%
63 93 1/3%
64 96 2/3%
65 100%
ARTICLE II
RETIREMENT BENEFITS FOR THE EXECUTIVE
-------------------------------------
In the event that the Executive's employment with the
Association is terminated for any reason other than his death,
his Disability, or Just Cause, the Association shall pay the
Executive an annual annuity for his lifetime in an amount per
year equal to (i) the product of his Vested Percentage, and 75%
of his Average Annual Compensation, less (ii) 50% of his Annual
Offset Amount. The payments due under this Article shall begin
on the first day of the second month following the date of the
Executive's termination of employment with the Association, and
shall thereafter be made on the annual anniversary dates of such
first payment date. Except as provided in Article IV, no
benefits shall be payable hereunder after the death of the
Executive.
ARTICLE III
DISABILITY BENEFITS
-------------------
In the event that the Executive's employment with the
Association terminates due to his Disability, the Association
shall pay the Executive an annual annuity for his lifetime in an
amount equal to (i) 75% of his Average Annual Compensation, less
(ii) 50% of his Annual Offset Amount. The payments due under
this Article shall begin on the first day of the second month
following the date of the Executive's termination of employment,
and shall thereafter be made on the annual anniversary dates of
such first payment date. Except as provided in Article IV, no
benefits shall be payable hereunder after the death of the
Executive.
3
ARTICLE IV
DEATH BENEFITS
--------------
In the event that the Executive predeceases his Surviving
Spouse (whether before or after the commencement of benefit
payments under Article II or III hereof), his Surviving Spouse
shall be entitled to receive for life an annual annuity in an
amount equal to 50% of the annual retirement benefit which the
Executive would have received under Article II if he had
terminated employment on the date of his death and then had a
vested percentage equal to 100%. Such payment of benefits shall
commence on the first day of the second month following the date
of the Executive's death, and shall thereafter be made on the
annual anniversary dates of such first payment date. No
payments shall be payable hereunder after the death of the
Surviving Spouse.
ARTICLE V
SOURCE OF BENEFITS
------------------
Benefits shall constitute an unfunded, unsecured promise by
the Association to provide such payments in the future, as and
to the extent such Benefits become payable. Benefits shall be
paid from the general assets of the Association, and no person
shall, by virtue of this Agreement, have any interest in such
assets (other than an unsecured creditor of the Association).
In the event that a trust is established as described herein at
Article VIII, the trustee of such trust shall inform the Board
annually prior to the commencement of each fiscal year as to the
manner in which such trust assets shall be invested.
ARTICLE VI
ASSIGNMENT
----------
Except as otherwise is provided by this Agreement, it is
agreed that neither the Executive nor his Surviving Spouse (if
any) shall have any right to commute, sell, assign, transfer,
encumber and pledge or otherwise convey the right to receive any
Benefits hereunder, which Benefits and the rights thereto are
expressly declared to be nonassignable and nontransferable.
4
ARTICLE VII
NO RETENTION OF SERVICES
------------------------
The Benefits payable under this Agreement shall be
independent of, and in addition to, any other employment
agreement that may exist from time to time between the parties
hereto, or any other compensation payable by the Association to
the Executive, whether salary, bonus, retirement income under
employee benefit plans sponsored or maintained by the Company or
the Association, or otherwise. This Agreement shall not be
deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof restrict the
right of the Association to terminate the Executive's
employment, or restrict the right of the Executive
to terminate his employment.
ARTICLE VIII
RIGHTS OF THE EXECUTIVE
-----------------------
The rights of the Executive under this Agreement and of his
Surviving Spouse (if any) shall be solely those of an unsecured
creditor of the Association except as may be provided in this
Article. In the event that the Association shall establish an
irrevocable trust to be attached as Schedule A hereto ("Trust
Agreement"), such assets of the Association may be held by such
trust pursuant to such Trust Agreement, subject to claims by
general creditors of the Association by appropriate judicial
action as provided by such Trust Agreement. Any insurance
policy or any other asset or held by the Association in
connection with the liabilities assumed by it hereunder, shall
not, except as otherwise expressly provided and as attached as
Schedule A hereto, be deemed to be held under any trust for the
benefit of the Executive or his Surviving Spouse (if any), or to
be security for the performance of the obligations of the
Association, but shall be, and remain, a general, unpledged,
unrestricted asset of the Association. Neither Executive nor
his Surviving Spouse (if any) shall be named as owner of an
insurance policy, if any, held in connection with the
liabilities hereunder.
ARTICLE IX
INVOLUNTARY TERMINATION OF EMPLOYMENT;
TERMINATION OF EMPLOYMENT UPON A CHANGE IN CONTROL;
OR TERMINATION FOR JUST CAUSE
--------------------------------------------------
The provisions of this Article shall supersede any
provisions of this Agreement to the contrary.
In the event that Executive's employment with the
Association shall be terminated by an action of the Board of
Directors of the Association for conduct not constituting Just
5
Cause or in the event of the Executive's termination of
employment in connection with a Change in Control which triggers
the payment of benefits under Section 11 of the Employment
Agreement, then the Executive shall become fully vested in his
right to Benefits, and the present value of such Benefits shall
be due and payable to the Executive in one lump sum payment
within 10 days following such termination of employment with the
Association. For purposes hereof, present value shall be
determined using the 1984 Unisex Pension Mortality Table (set
forward one year) and 120% of the interest rates used by the
Pension Benefit Guaranty Corporation for purposes of determining
the present value on plan termination on January 1 preceding the
termination date.
In the event of the Executive's termination of employment
for Just Cause, no Benefits shall be payable hereunder, and the
Association shall have no further obligations hereunder, unless
and to the extent that the Association determines, in its sole
and absolute discretion, to the contrary.
ARTICLE X
REORGANIZATION
--------------
The Association agrees that it will not merge or
consolidate with any other corporation or organization, or
permit its business activities to be taken over by any other
organization, unless and until the succeeding or continuing
corporation or other organization shall expressly assume the
rights and obligations of the Association herein set forth. The
Association further agrees that it will not cease its business
activities or terminate its existence, other than as heretofore
set forth in this paragraph, without having made adequate
provision for the fulfillment of its obligation hereunder.
ARTICLE XI
AMENDMENTS
----------
This Agreement may be revoked or be amended in whole or in
part only by a writing signed by all of the parties hereto.
ARTICLE XII
STATE LAW
---------
This Agreement shall be construed and governed in all
respects under and by the laws of the State of Missouri. If any
provision of this Agreement shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions hereof shall continue to be fully
effective.
6
ARTICLE XIII
HEADINGS
--------
Heading and subheadings in this Agreement are inserted for
convenience and reference only and constitute no part of this
Agreement.
ARTICLE XIV
COUNTERPARTS
------------
This Agreement may be executed in an original and any
number of counterparts, each of which shall constitute an
original of one and the same instrument.
ARTICLE XV
GENDER
------
This Agreement shall be construed, where required, so that
the masculine gender includes the feminine.
ARTICLE XVI
EFFECTIVE DATE
--------------
The effective date of this Agreement shall be the date of
the Association's conversion from mutual to stock form, and this
Agreement shall be contingent on such conversion. Unless
terminated earlier in accordance with Article XIX, this
Agreement shall remain in effect during the term of employment
of the Executive and until all benefits payable hereunder have
been made.
ARTICLE XVII
Interpretation of the Agreement
-------------------------------
The Board of Directors of the Association shall have sole
and absolute discretion to administer, construe, and interpret
the Agreement, and the decisions of the Board shall be
conclusive and binding on all affected parties (unless such
decisions are arbitrary and capricious).
ARTICLE XVIII
ARBITRATION OF DISPUTES
-----------------------
In the event that any dispute arises between the Executive
and the Association as to the terms or interpretation of this
Agreement, said dispute shall be referred to the American
Arbitration Association, and the parties expressly consent to
submit said dispute to be so arbitrated. The decision of the
American Arbitration Association shall be final and binding on
all the parties, and there shall be no appeal therefrom.
ARTICLE XIX
TERMINATION OF AGREEMENT
------------------------
The Association and the Executive (or his Surviving Spouse
in the event she survives him) may terminate this Agreement at
any time in a writing executed by the parties.
IN WITNESS WHEREOF, the Association has caused this
Agreement to be signed in its corporate name by its duly
authorized officer, impressed with its corporate seal, and
properly attested to, and the Executive has hereto set his hand,
all on the day and year first above written.
JEFFERSON SAVINGS AND LOAN ASSOCIATION
Attest: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx, Chairman of the Board
--------------------- -------------------------------------------
EXECUTIVE
Witness: /s/ Xxxx X. Xxxxxx /s/ Xxxxx X. XxXxx
--------------------- -------------------------------------------
Xxxxx X. XxXxx