Exhibit 10.16
Amendment to the
Westbank f/k/a Park West Bank and Trust Company
Director Supplemental Retirement Plan Agreement for
*Xxxxxx X. Xxxxxxxxxxx and Xxxxxx X. XxXxxxxx, Xx.
Westbank f/k/a Park West Bank and Trust Company ("Company" or "Bank")
and *___________ ("Director") originally entered into the WestBank f/k/a Park
West Bank and Trust Company Director Supplemental Retirement Plan Agreement
("Agreement") on July 2, 2001. Pursuant to Subparagraph VI (C) of the Agreement,
the Bank and the Director hereby adopt this 409A Amendment, effective January 1,
2005.
* Xxxxxx X. Xxxxxxxxxxx and Xxxxxx X. XxXxxxxx, Xx.
This 409A Amendment is intended to bring the Agreement into full
compliance with the requirements of Internal Revenue Code Section 409A.
Therefore, the following changes shall be made:
1. Subparagraph I (E), Change of Control, shall be deleted in its entirety
and replaced with the following:
I. Change of Control
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For purposes of this Agreement, "Change of Control" shall mean
a change in the ownership of Westbank Corporation or the Bank,
a change in the effective control of Westbank Corporation or
the Bank or a change in the ownership of a substantial portion
of the assets of Westbank Corporation or the Bank, in each
case as provided under Section 409 of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations
thereunder.
2. Separation from Service, shall be added as Subparagraph I (K), and
shall read as follows:
K. Separation from Service:
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"Separation from Service" shall mean that the Director has
died, retired, or otherwise experienced a Termination of
Service. This definition of Separation from Service shall at
all times be construed to comply with the regulations issued
under Code Section 409A, including prior to the issuance of
final regulations under Code Section 409A, the proposed
regulations issued thereunder on September 29, 2005.
3. Subparagraph III (A), Retirement Benefits, shall be deleted in its
entirety and replaced with the following:
B. Retirement Benefits:
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Should the Director continue to provide services to the Bank
until "Normal Retirement Age" defined in Subparagraph I (F),
the Director shall be entitled to receive the benefits set
forth in this Subparagraph III (A).
An annual benefit equal to seventy-five percent (75%) of Final
Compensation at said Termination of Service. The payment of
this annual benefit shall commence within thirty (30) days of
the Director's retirement and shall be paid in annual
installments until the death of the Director.
4. Subparagraph III (B), Termination of Service, shall be deleted in its
entirety and replaced with the following:
B. Termination of Service:
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Subject to Subparagraph III (D), should the Director suffer a
Termination of Service (Subparagraph I (D)), the Director
shall be entitled to receive the benefits set forth in this
Subparagraph III (B).
A benefit equal to the amount of the accrued liability
retirement account maintained pursuant to Subparagraph I (G)
at said Termination of Service shall be paid in a lump sum
within thirty (30) days of the Termination of Service.
5. Subparagraph III (C), Death, shall be deleted in its entirety and
replaced with the following:
C. Death:
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Upon the death of the Director, the Director's
beneficiary(ies) shall be entitled to receive the benefits set
forth in this Subparagraph III(C). A benefit equal to the
amount of the accrued liability retirement account maintained
pursuant to Subparagraph I (G) existing on the date of the
Director's death shall be paid in a lump sum within thirty
(30) days of the date of the Director's death, to such
individual or individuals as the Director may have designated
in writing and filed with the Bank. In the absence of any
effective beneficiary designation, any such amount becoming
due and payable upon the death of the Director shall be paid
to the duly qualified executor or administrator of the
Director's estate.
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6. Paragraph V. CHANGE OF CONTROL, shall be deleted in its entirety and
replaced with the following:
VI. CHANGE OF CONTROL
Upon a Change of Control (as defined in Subparagraph I (E)
herein), the Director who has not yet attained "Normal
Retirement Age" shall be entitled to receive one hundred
percent (100%) of the benefits set forth in Subparagraph III
(B) of this Agreement to be paid in a lump sum paid upon the
Change of Control. Upon a Change of Control this Agreement
shall be irrevocable during the lifetime of the Director and
shall be binding upon the Bank and any successor thereto. This
Agreement may only be modified by the mutual written assent of
the Director and the Bank or any successor thereto.
Therefore, the foregoing changes are agreed to.
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For the Bank [Director name]
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Date
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