Exhibit 10.9
Supplemental Employee Retirement Agreement
Between
First National Bank of Litchfield
and
Xxxxxx Xxxx
(as of December 1, 1996)
Supplemental Employee Retirement Agreement
Between
First National Bank of Litchfield
and
Xxxxxx Xxxx
Table of Contents
Section 1: Eligibility for Benefits ........................................ 1
Section 2: Amount of Benefit ............................................... 2
Section 3: Form and Timing of Benefits ..................................... 2
Section 4: Death Prior to Annuity Starting Date ............................ 2
Section 5: Forfeiture of Benefits .......................................... 2
Section 6: Funding ......................................................... 3
Section 7: Administration .................................................. 3
Section 8: Expense of Administration ....................................... 4
Section 9: Assignment ...................................................... 4
Section 10: Construction ................................................... 4
Section 11: Miscellaneous .................................................. 4
Execution Page ............................................................. 5
Supplemental Employee Retirement Agreement
Between
First National Bank of Litchfield
and
Xxxxxx Xxxx
(as of December 1, 1996)
THIS AGREEMENT, hereby made this 1st day of December, 1996, by and between
First National Bank of Litchfield (herein referred to as "Bank") and Xxxxxx Xxxx
(herein referred to as "Employee"), this Agreement to be effective December 1,
1996.
W I T N E S S E T H
Whereas, Employee is a senior executive employed by the Bank; and
Whereas, Bank wishes to provide a supplemental non-qualified retirement
pension benefit which benefit shall supplement the benefit payable to Employee
under the terms of The First National Bank of Litchfield Retirement Income Plan
(herein referred to as the "Retirement Program");
Now Therefore, in consideration of the mutual covenants and promises herein
contained, and effective as of the first day of December 1, 1996, Bank and
Employee hereby agrees as follows:
Section 1: Eligibility for Benefits
(a) Employee shall become eligible to commence receipt of the benefits
herein described as of the date he shall commence to receive retirement benefits
under the terms of the Retirement Program (herein referred to as the "Annuity
Starting Date").
(b) In the event that Employee shall die prior to receiving the benefit
promised hereunder, such remaining benefits shall be paid to his designated
beneficiary or beneficiaries (herein referred to as "Beneficiary(ies)"),
provided such designation shall be provided to the Bank in writing on a form
furnished to Employee by Bank.
Section 2: Amount of Benefit
As of the Annuity Starting Date, and as of each of the nine anniversary
dates thereafter, Bank shall pay to Employee or, in the event of his death, his
Beneficiary(ies) an annual amount equal to
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Five Thousand Dollars ($5,000). Provided, however, that at no point in time
shall the benefits remaining payable to Employee or his Beneficiary(ies)
hereunder exceed the sum of Fifty Thousand Dollars ($50,000.00), reduced by
amounts previously paid to Employee or his Beneficiary(ies) under the terms of
the Agreement.
Section 3: Form of Timing of Benefits
(a) Payment of the benefits promised hereunder shall, in the case of
retirement or death, be made in ten (10) annual installments commencing upon
Employee's attainment of his Annuity Starting Date, and each anniversary of such
date thereafter. Notwithstanding the foregoing form of payment, Employee may as
of his Annuity Starting Date and each anniversary thereafter prospectively in
writing elect to receive that year's installment in monthly or quarterly
payments provided that, if employee fails to make such election prior to the
such anniversary, payment for that year shall continue to be made in the same
form as was payment for the prior year.
(b) In the event Employee dies following his Annuity Starting Date but
prior to receiving his entire benefit promised hereunder, any death benefit
payable on behalf of Employee shall be paid to his Beneficiary(ies). In the
event that Employee has not furnished the Bank with a duly executed beneficiary
designation form, no death benefit shall be payable hereunder, and the Bank
shall have no further obligation hereunder.
Section 4: Death Prior to Annuity Starting Date
(a) If Employee shall die prior to attainment of his Annuity Starting Date,
his Beneficiary(ies), if any, shall be entitled to the benefits otherwise
payable to Employee. Payment of such benefits shall commence of if Employee's
date of death were Employee's Annuity Starting Date, and shall be paid in the
manner described in Section 3 hereof.
(b) If Employee shall die prior to attainment of his Annuity Starting Date,
and Employee is not survived by any named Beneficiary(ies), not benefits shall
be payable hereunder, and Bank shall have no further obligation hereunder.
Section 5: Forfeiture of Benefits
Notwithstanding any other provision hereunder, future payment of benefits
hereunder to Employee or his Beneficiary(ies) will, at the discretion of the
Bank, be discontinued and forfeited, and the Bank shall have no further
obligation hereunder to Employee or his Beneficiary(ies) if any of the following
circumstances occur:
(a) Employee is discharged from employment with the Bank for cause;
(b) Employee engages in competition with Bank following his
termination of employment with Bank and prior to attaining his Annuity
Starting Date; or
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(c) Employee performs acts of willful malfeasance or gross negligence
in a matter of material importance to Bank, and such acts are
discovered by Bank at any time prior to the date of death of Employee.
The Bank shall have sole and uncontrolled discretion with respect to
the application of the provisions of this subsection and such exercise
of discretion shall be conclusive and binding upon Employee, his
Beneficiary(ies) and all other persons.
Section 6: Funding
All benefits provided under the terms of the Agreement shall be paid from
the general assets of Bank provided that such payments shall be reduced by
payments made to a Employee or his or her beneficiary from any trust or special
or separate fund established by Bank for such purpose. In no event, however,
shall Bank be required to establish such trust or special or separate fund, and
nothing herein contained shall be construed to result in such requirement. To
the extent that Employee or his Beneficiary(ies) shall acquire a right to
payment hereunder, such right shall be no greater than that of an unsecured
general creditor of Bank.
Section 7: Administration
(a) The Bank shall have complete discretionary authority to determine
Employee's eligibility hereunder, to construe the Agreement, and to review
claims for benefit payment under the terms of the Agreement and such
determinations, constructions and reviews shall be binding and conclusive with
respect to all parties hereto.
(b) The Bank shall be entitled to delegate to any agent or to any
subcommittee the authority to perform any act hereunder, including without
limitation those matters involving the exercise of discretionary authority
provided that such delegation shall at all times be subject to revocation by the
Bank.
(c) No employee of the Bank (nor any member of a committee or subcommittee
appointed by the Bank) shall be personally liable by reason of any contract or
other instrument executed by him or her on his or her behalf in his or her
capacity as an employee of the Bank and Bank shall indemnify and hold harmless
against all costs and expense, such Bank employee (or any such member of a
committee or subcommittee appointed by the Bank).
(d) No employee of the Bank (nor any member of a committee or subcommittee
appointed by the Bank) shall be personally liable by reason of a mistake of
judgment made in good faith, and Bank shall indemnify and hold harmless against
all costs and expense, such Bank employee (or any member of a committee or
subcommittee appointed by the Bank), and each officer, employee, or director of
Bank to whom any duty or power has been delegated relating to Agreement
administration, or of management or control of assets related to the
administration of the Agreement unless arising out of such individual's own
fraud or bad faith.
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Section 8: Expense of Administration
Expenses incurred hereunder shall be borne by Bank, and shall have no
effect upon the benefits provided under the terms of the Agreement.
Section 9: Assignment
The Employee (or Beneficiary(ies)) interest in, or right to receive a
benefit hereunder, the Agreement shall in no event be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other alienation
or encumbrance of any kind; nor may such interest or right to receive a benefit
be taken, either voluntarily or involuntarily, for the satisfaction of the debts
of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.
Section 10: Construction
The Agreement shall be construed and enforced in accordance with laws of
the State of Connecticut to the extent not preempted by federal law.
Section 11: Miscellaneous
(a) Neither the Agreement nor any action taken by the Bank hereunder shall
be construed as giving Employee a right to employment by Bank, or as in any way
diminishing Bank's right to discharge such Employee from its employ.
(b) Nothing contained herein shall constitute a guaranty by Bank or any
other entity or person that the assets of Bank will be sufficient to pay any
benefit hereunder.
(c) If Employee or his Beneficiary(ies) entitled to payment under the
Agreement are deemed by Bank to be incapable of personally receiving and giving
a valid receipt for such payment, then, unless and until claim therefor shall
have been made by a duly appointed guardian or other legal representative of
such person, Bank may provide for such payment or any part thereof to be made to
any person or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of Bank under the terms
of the Agreement.
(d) Employee shall keep Bank informed of his current address and the
current address of his Beneficiary(ies). Bank shall not be obligated to search
for the whereabouts of any person. If the location of Employee is not made known
to Bank within one year after the date on which payment of Employee's benefit
hereunder may be made, payment may be made as though Employee had died at the
end of such one-year period. If, within one additional year after such one-year
period has elapsed, or within one year after the actual death of Employee, Bank
is unable to locate any
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Beneficiary(ies) of Employee, Bank shall have no further obligation to pay any
benefit hereunder to Employee or his Beneficiary(ies) or any other person and
such benefit shall be irrevocably forfeited.
(e) Notwithstanding any other provision of the Agreement, neither Bank nor
any individual acting as an employee or agent of Bank shall be liable to
Employee Beneficiary(ies) or any other person for any claim, loss liability or
expense incurred in connection with the Agreement and Bank shall indemnify any
individual acting as such against any such claim, loss or expense including
reasonable attorney fees.
(f) Bank may withhold from any benefit payable hereunder all applicable
federal, state and local taxes associated with such payment.
(g) Notwithstanding the provisions of Section 6 hereof, it is the intent of
Bank that the Agreement be unfunded for purposes of ERISA and the Code, and the
Agreement shall be interpreted in a manner consistent with such intent.
IN WITNESS WHEREOF, Bank has caused this Agreement to be executed by its
officer thereunto duly authorized and Employee has hereunto set his hand and
seal, all as of the day and year first above written.
FIRST NATIONAL BANK OF LITCHFIELD
By: /s/ Xxxxxx X. Xxxxxx
---------------------
Its: President 1/21/97
EMPLOYEE
/s/ Xxxxxx X. Xxxx
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