EXHIBIT 10.10
BANK RHODE ISLAND
CEO DEFERRED COMPENSATION AGREEMENT
This Agreement, is entered into by and between Bank Rhode Island, a
financial institution organized and existing under the laws of the State of
Rhode Island (hereinafter called the "Corporation") and Xxxxxxx X. Xxxxxxx
(hereinafter called the "Executive").
W I T N E S S E T H :
WHEREAS, the Executive has been employed by the Corporation since
March 1996 as President and Chief Executive Officer and has discharged her
duties in a capable and efficient manner to the benefit of the Corporation;
and
WHEREAS, it is the desire of the Corporation to retain the services of
the Executive; and
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, as well as other good and valuable consideration, it is
agreed as follows:
1. Deferred Compensation
1.1 The Corporation agrees that in addition to the Executive's
salary and other compensation One Hundred Thousand Dollars ($100,000) shall
be credited to the Executive's Deferred Compensation Account established
pursuant to Paragraph 2 hereof upon the execution of this Agreement.
1.2 The following contributions shall be made (in equal monthly
payments) for each fiscal year. The Executive's credit for any partial year
of employment shall be prorated based on the number of days the Executive
was employed during the year.
Year Amount
---- ------
2001 $17,000
2002 78,500
2003 77,000
2004 75,000
2005 73,500
2006 71,500
2007 69,000
2008 67,000
2009 64,000
2010 60,500
2. Deferred Compensation Account
2.1 An account shall be established on the Corporation's books
entitled "Deferred Compensation Account" (hereinafter referred to as the
"Account"). The Account shall be credited with the amounts deferred under
Paragraph 1 above.
2.2 (a) The value of the Account shall be adjusted periodically
(but at least annually) to reflect the earnings or losses net of any
expenses or taxes paid by the Trust Fund established under Paragraph 4. If
there is no Trust Fund established under Paragraph 4 hereof, the Account
shall be credited with income at the rate of 7.5% per annum, compounded
monthly.
(b) Title to and beneficial ownership of any assets, whether cash or
investments which the Corporation may earmark to pay the contingent deferred
compensation hereunder, shall, except as provided for in Paragraph 4 below,
at all times remain in the Corporation and the Executive and her designated
beneficiary shall not have any property interest whatsoever in any specific
assets of the Corporation.
3. Vesting in Deferred Compensation Account
3.1 Except as otherwise provided in Paragraph 3.2 below, the
Executive shall be 100% vested in her Account.
3.2 Notwithstanding the provision of 3.1 above, the balance in the
Executive's Deferred Compensation Account will be forfeited and neither the
Executive nor the Executive's beneficiaries will have any rights thereto, if
employment with the Company is terminated for Cause as defined in Paragraph
3.5 of the Employment Agreement.
4. Investment of Deferred Compensation Account.
4.1 The Corporation may establish and maintain one or more grantor
trusts (individually, a Trust) to hold assets to be used for payment of
benefits under this Agreement. The Trust shall conform with the terms of
Internal Revenue Service Procedure 92-64 (or any subsequent administrative
ruling). The assets of the Trust with respect to benefits payable to the
Executive shall remain the assets of the Corporation subject to the claims
of general creditors of the Corporation in the event of insolvency or
bankruptcy. Neither the Executive nor any beneficiary designated by the
Corporation shall have any right other than as a general, unsecured
creditor, against the Corporation in respect to any assets of the Account.
Any payment by a Trust of benefits provided to the Executive under this
Agreement shall be considered payment by the Corporation and shall discharge
the Corporation of any further liability under this Agreement for such
payments.
4.2 Upon the occurrence of a Change of Control (as defined in
Paragraph 3 of the Employment Agreement), the Corporation shall establish
the Trust referred to in Paragraph 4.1 above and shall immediately deposit
funds with the trustee equal to: (i) the amount then credited to the Account
and (ii) an amount equal to the present value (calculated using an interest
rate of 71/2% per annum) of all future contributions set forth in Paragraph
1.2 above.
5. Beneficiary Designation
If the Executive is married on the date of the Executive's death, the
Executive's beneficiary shall be the Executive's spouse, unless the
Executive names a beneficiary or beneficiaries (other than the Executive's
spouse) to receive the balance of the Account in the event of the
Executive's death prior to the payment of the entire Account. To be
effective, any beneficiary designation must be filed in writing with the
Compensation Committee of Board of Directors in accordance with rules and
procedures adopted by the Compensation Committee of Board of Directors for
that purpose. The Executive may revoke an existing beneficiary designation
by filing another written beneficiary designation with the Compensation
Committee of Board of Directors. The latest beneficiary designation
received by the Compensation Committee of Board of Directors shall be
controlling. If no beneficiary is named by the Executive, or if the
Executive survives all of the Executive's named beneficiaries and does not
designate another beneficiary, the Account shall be paid in the following
order of precedence:
(a) The Executive's spouse;
(b) The Executive's children (including adopted children) per
stirpes; or
(c) The Executive's estate.
6. Distribution of Account
6.1 The Executive or the Executive's designated beneficiary, shall
receive a distribution of her Account on the first day of the second full
month following the latest to occur of: (i) her termination of employment
for any reason (except as otherwise provided in Paragraph 3.2), or (ii) her
attainment of age sixty-two (62).
6.2 All distributions shall be made in a single lump sum payment, or
in substantially equal monthly, quarterly or annual installments over a
period not to exceed five (5) years provided that any election to receive
the distribution in any form other than a single lump sum payment must be so
elected in writing at least six (6) months prior to time of distribution
specified in Paragraph 6.1 above.
7. Alienation
It is agreed that neither the Executive nor any other beneficiary
under this Agreement shall have the right to commute, sell, assign, transfer
or otherwise convey the right to receive any payments hereunder, which
payments and the rights thereto are expressly declared to be non-assignable
and non-transferable and in the event of any attempted assignment or
transfer the Corporation shall have no further liability hereunder.
8. Agreement Binding
This Agreement shall be binding upon the parties hereto, their heirs,
legal representation or successors.
9. Modification or Amendment
This Agreement shall not be modified or amended except by a written
Agreement signed by the parties hereto.
10. Governing Law
This Agreement shall be subject to and governed by the laws of the
State of Rhode Island, without reference to its conflict of laws provisions.
11. Employment Not Guaranteed
This Agreement shall not create any right in the Executive to continue
in the Corporation's employ for any specific length of time, nor does it
create any other rights in the Executive or obligations on the part of the
Corporation, except those set forth in this Agreement.
12. Execution of Agreement
This Agreement shall be executed in duplicate each copy of which when
so executed and delivered shall be an original, but both copies shall
together constitute one and the same instrument.
13. Claim Procedure
Any claim for unpaid benefits deemed by a claimant to be owing must be
made in writing to the Compensation Committee of Board of Directors by the
claimant or the claimant's authorized representative within 60 days from the
date such payment is not made. The claim shall be reviewed by the
Compensation Committee of Board of Directors and the Corporation. The
Compensation Committee of Board of Directors shall within 90 days of the
receipt of the claim or 180 days, if special circumstances exist, notify the
claimant whether the claim has been denied. If the claim is denied in whole
or in part, the Compensation Committee of Board of Directors shall set forth
the specific reasons for the denial, including the provisions of this
Agreement upon which the denial is based. The notice shall also describe
any additional information or material necessary to perfect the claim
including the reasons therefor and state that a review of the denial may be
obtained if desired.
If a review of a denial is requested, it shall be directed in writing
by the claimant or the claimant's authorized representative to the Board of
Directors within 60 days after receipt by the claimant of the notice of
denial. In preparing for a review of a denial the claimant or the
claimant's authorized representative may examine this Agreement and any
other related documents and submit issues and comments in writing. The
Board of Directors, applying its sole discretion, shall then conduct the
review and provide its written decision to the claimant within 60 days after
receipt of the request for review. The decision shall be in writing and
shall include specific reasons for the decision, as well as specific
references to the provisions of this Agreement upon which the decision is
based.
IN WITNESS WHEREOF, the parties have executed this Deferred
Compensation Agreement, as of this 1ST day of January, 2001.
BANK RHODE ISLAND
By: /s/ F. Xxxxx Xxxxxx
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F. Xxxxx Xxxxxx, Xx.
Compensation Committee Chairman
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
