EXHIBIT 10.2
SUPPLEMENTAL RETIREMENT ANNUITY AGREEMENT
This sets forth the terms of the SUPPLEMENTAL RETIREMENT ANNUITY
AGREEMENT ("Agreement") between CENTRAL NATIONAL BANK, CANAJOHARIE, ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ("Employer"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual
residing at St. Johnsville, New York ("Employee"). This Agreement supersedes all
prior Salary Continuation Agreements between the parties and is effective as of
May 15, 2000.
RECITALS
A. Employee and Employer previously entered into certain Salary
Continuation Agreements ("Prior Agreements") that generally
provided, subject to a number of conditions and exceptions,
that Employer would pay monthly benefits to Employee after
Employee attained age 65. The present value of the benefit
Employee earned pursuant to the Prior Agreements is $295,075.
B. Pursuant to the terms of a separate Waiver of Salary
Continuation Benefits, executed as of the date of this
Agreement, Employee and Employer have waived their respective
rights under the Prior Agreements.
C. Employee and Employer have mutually agreed to enter into this
Agreement which provides for Employer's payment of
supplemental retirement benefits.
WITNESSETH
IN CONSIDERATION of the premises and mutual agreements and covenants
contained herein, and other good and valuable consideration, the parties agree
as follows:
1. SUPPLEMENTAL RETIREMENT BENEFIT. Subject to the terms of this
Agreement, Employer shall pay Employee a supplemental retirement benefit in an
amount equal to the amount that would be provided pursuant to the annuity
contract attached to this Agreement as Appendix A ("Annuity Contract"), if
$295,075 was applied as of the date of this Agreement to purchase an interest in
the Annuity Contract on behalf of Employee.
2. EARNINGS AND LOSSES.
(a) Beginning as of the date of this Agreement and ending on the
date payments are made pursuant to this Agreement, the present value amount
described in Paragraph 1 shall be credited with earnings, and charged with
losses, at the same time and in the same manner as if the present value amount
had been credited to and invested in the Annuity Contract on behalf of Employee.
Pursuant to procedures adopted by the Compensation Committee of Employer's Board
of Directors ("Committee"), or the Committee's designee, Employee may (i) direct
the hypothetical investment of the present value amount by designating the
investment account(s) under the Annuity Contract among which the present value
amount shall be allocated as of the date of this Agreement, and (ii) change the
allocation of amounts previously credited; provided, however, that Employee may
not make investment/allocation changes more than four times in any calendar year
and no investment direction shall be binding upon Employer.
(b) Notwithstanding the foregoing of this Paragraph 2, nothing in
this Agreement, in the Annuity Contract, or in any related document shall
require Employer to make any specific investment of any asset of Employer or
shall give Employee or any beneficiary a right to any investment or any asset
Employer may make or maintain to assist Employer in satisfying its obligation
under this Agreement. As provided in
-2-
Paragraph 7, Employer's obligation under this Agreement shall be entirely
unfunded and unsecured.
3. BENEFIT PAYMENTS.
(a) Subject to modifications made in accordance with Paragraph 3(b),
Employee's supplemental retirement benefit shall be paid commencing as of the
date, and in the form, designated by Employee in the "Payment Selection Form"
attached to this Agreement as Appendix B, provided that the benefit commencement
date shall not be earlier than July 1, 2001. The benefit commencement dates and
available forms of payment shall be as described in and limited by the Annuity
Contract, the applicable terms of which are hereby incorporated by reference.
(b) Employee may elect to change the date as of which, and/or change
the form in which, the supplemental retirement benefit shall be paid. Any such
election to change the date as of which, and/or to change the form in which, the
supplemental retirement benefit shall be paid shall be made by Employee by
Employee's delivery of a revised Payment Selection Form to the Committee (or the
Committee's designee). A revised Payment Selection Form shall be effective and
shall supersede the most recent effective Payment Selection Form only if the
revised Payment Selection Form is received by the Committee (or its designee) at
least 13 months prior to the date as of which payments of the supplemental
retirement benefit were scheduled to commence pursuant to the most recent
effective Payment Selection Form on file with the Committee. (For example, an
election to delay the date, and/or to change the form of payments scheduled to
commence as of July 1, 2005 must be received by the Committee no later than June
1, 2004.)
-3-
(c) Notwithstanding the foregoing of this Paragraph 3 and the terms
of the Annuity Contract, (i) only two elections to change the date of payment,
and only two elections to change the form of payment, may be made by Employee,
and (ii) Employee's benefit commencement date and form of payment election shall
be irrevocable once payments of Employee's supplemental retirement benefits
commence.
4. PAYMENT IN THE EVENT OF EMPLOYEE'S DEATH.
(a) If Employee dies prior to the date Employee designated as the
date payments of supplemental retirement benefits shall commence, then
Employee's designated beneficiary, designated on attached Appendix C, shall
receive the value of Employee's supplemental retirement benefit in a single lump
sum payment within 90 days after the Committee receives proof of Employee's
death. Payment shall be made to Employee's beneficiary in a single lump sum in
an amount equal to the value of Employee's supplemental retirement benefit
determined as of the date of distribution to the beneficiary.
(b) If Employee dies after the date as of which payments of
Employee's supplemental retirement benefit commence, Employee's beneficiary
shall receive payments in the form and to the extent Employee selected a payment
form that provided for payments following Employee's death.
(c) Employee may change the designation of a beneficiary in the
manner and to the extent provided in the Annuity Contract. If Employee fails to
designate a beneficiary, or of Employee's designated beneficiary fails to
survive Employee, supplemental retirement benefits payable after Employee's
death shall be paid to Employee's estate. If Employee's designated beneficiary
survives Employee but dies
-4-
prior to receipt of all supplemental retirement benefits due to the beneficiary,
any unpaid benefits shall be paid to the estate of the designated beneficiary.
5. TAX WITHHOLDING. Supplemental retirement benefits earned and payable
pursuant to this Agreement shall be subject to reduction for the withholding of
income, FICA and other employment taxes that Employer may be required by law to
withhold.
6. NON-ASSIGNMENT. The right to receive the supplemental retirement
benefits pursuant to this Agreement shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, nor
subject to attachment, garnishment, levy, execution or other legal or equitable
process for the debts, contacts or liabilities of Employee or his beneficiaries.
7. GENERAL UNSECURED CREDITOR. An individual's right to receive
benefits pursuant to this Agreement shall be that of a general unsecured
creditor of Employer. Employer shall not be obligated to set aside or acquire
any asset to satisfy its obligation under this Agreement. Any assets Employer
may set aside or acquire to satisfy its obligations under this Agreement shall
remain at all times subject to the claims of Employer's general creditors. The
reference to the Annuity Contract in Paragraph 1 is a reference only to a basis
to measure Employee's future benefit; neither Employee nor any beneficiary shall
have any rights in the Annuity Contract or in any other asset or investment that
may be acquired by Employer. This Agreement and the right to receive payments
under this Agreement shall at all times be unfunded.
8. CONSTRUCTION AND SEVERABILITY. The invalidity of any one or more
provisions of this Agreement or any part thereof, all of which are inserted
conditionally upon their being valid in law, shall not affect the validity of
any other provisions to this
-5-
Agreement. In the event that one or more provisions contained herein shall be
invalid, as determined by a court of competent jurisdiction, this instrument
shall be construed as if such invalid provisions had not been inserted.
9. GOVERNING LAW. This Agreement was executed and delivered in New York
and shall be construed and governed in accordance with the laws of the State of
New York.
10. ASSIGNABILITY AND SUCCESSORS. This Agreement may not be assigned by
Employee or Employer, except that this Agreement shall be binding upon and shall
inure to the benefit of any successor of Employer.
11. AMENDMENT. This Agreement cannot be amended, modified, or
supplemented in any respect, except by a subsequent written agreement entered
into by the parties.
12. COUNTERPARTS. This Agreement may be executed in counterparts (each
of which need not be executed by each of the parties), which together shall
constitute one and the same instrument.
13. JURISDICTION AND VENUE. The jurisdiction of any proceeding between
the parties arising out of, or with respect to, this Agreement shall be in a
court of competent jurisdiction in New York State, and venue shall be in
▇▇▇▇▇▇▇▇▇▇ County. Each party shall be subject to the personal jurisdiction of
the courts of New York State.
14. MISCELLANEOUS. This Agreement constitutes the entire understanding
and agreement between the parties with respect to the subject matter hereof and
shall supersede all prior understandings and agreements, including the Prior
Agreements.
-6-
15. CONTINUED EMPLOYMENT. This Agreement shall not be construed as
conferring on Employee a right to continued employment with Employer. Employee
shall not, however, forfeit any rights to payments under this Agreement upon
termination of employment for any reason.
The foregoing Agreement is established by the following signatures of
the parties.
CENTRAL NATIONAL BANK, CANAJOHARIE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Its: Chairman
----------------------------------
Date: 5/15/00
---------------------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 5/15/00
------------------------------------------
-7-
APPENDIX A
ANNUITY CONTRACT
-8-
APPENDIX B
SUPPLEMENTAL RETIREMENT ANNUITY AGREEMENT
PAYMENT SELECTION FORM
This sets forth the Payment Selection Form for ▇▇▇▇▇ ▇. ▇▇▇▇▇, the
"Employee" identified in the Supplemental Retirement Annuity Agreement
("Agreement") entered into between Central National Bank, Canajoharie
("Employer") and Employee. This Payment Selection Form is submitted to the
Compensation Committee of the Board of Directors of Employer pursuant to the
Agreement.
RECITALS
A. Employer and Employee entered into the Agreement, effective as
of 5/15, 2000.
B. The Agreement provides for Employer to make payments of
supplemental retirement benefits to Employee at the time and
in the form selected by Employee pursuant to an effective
Payment Selection Form.
C. This serves as Employee's - INITIAL - revised - (CIRCLE ONE)
Payment Selection Form.
PAYMENT SELECTION
1. BENEFIT COMMENCEMENT DATE. Employee hereby elects to have payments
of supplemental retirement benefits payable pursuant to the Agreement commence
as of 12/1/08.
2. BENEFIT PAYMENT FORM. Employee hereby elects to have payments of
supplemental retirement benefits payable pursuant to the Agreement paid in the
following form (including, if appropriate, whether the payment shall be in the
form of a fixed or variable annuity):
180 monthly installments
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3. ACKNOWLEDGEMENT. Employee hereby acknowledges that Employee has read
and understands the terms and conditions of the Agreement, and agrees to be
bound by, and subject to, all the terms and conditions of the Agreement,
including, without limitation, the provision that Employee (and Employee's
beneficiary) are general unsecured creditors of Employer and shall have no
rights of ownership in any asset of Employer. Employee further acknowledges that
Employee understands that this Payment
-9-
Selection Form shall be effective only if received by the Compensation Committee
of Employer's Board of Directors (or its designee) at least 13 months prior to
the date indicated in Paragraph 1 above and that, unless modified pursuant to
the Agreement, this Payment Selection Form shall be irrevocable once payments of
Employee's supplemental retirement benefits begin.
▇▇▇▇▇ ▇. ▇▇▇▇▇ CENTRAL NATIONAL BANK, CANAJOHARIE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- --------------------------------
Date: 5/15/00 Date: 5/15/00
---------------------------- -------------------------------
-10-
APPENDIX C
SUPPLEMENTAL RETIREMENT ANNUITY AGREEMENT
DESIGNATION OF BENEFICIARY
Pursuant to Paragraph 4 of the Supplemental Retirement Annuity
Agreement between Central National Bank, Canajoharie and ▇▇▇▇▇ ▇. ▇▇▇▇▇
("Agreement"), I, ▇▇▇▇▇ ▇. ▇▇▇▇▇, hereby designate ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, my WIFE, as
the beneficiary of amounts payable upon my death in accordance with the terms of
the Agreement.
Dated: 5/15/00 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ------------------------------------
Employee's Signature
[unreadable]
-------------------------------------
Witness
-11-
