SECOND EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME MASTER AGREEMENT
First Federal Savings Bank
Evansville, Indiana
April 1, 2002
Financial Institution Consulting Corporation
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
WATS: 1-800-873-0089
FAX: (000) 000-0000
(000) 000-0000
SECOND EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME MASTER AGREEMENT
This Second Executive Supplemental Retirement Income Master Agreement (the
"Agreement"), effective as of the 1st day of April, 2002, by and between FIRST
FEDERAL SAVINGS BANK (the "Bank"), a federally chartered mutual savings bank,
and certain key employees, hereinafter referred to as "Executives," who shall be
approved by the Bank to participate and who shall execute a Second Executive
Supplemental Retirement Income Joinder Agreement ("Joinder Agreement") in a form
provided by the Bank.
W I T N E S S E T H :
WHEREAS, the Executives are employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by such Executives and wishes to encourage continued employment; and
WHEREAS, the Executives wish to be assured that they will be entitled to a
certain amount of additional compensation for some definite period of time from
and after retirement from active service with the Bank or other termination of
employment and wish to provide their beneficiaries with benefits from and after
death; and
WHEREAS, the Bank and the Executives wish to provide the terms and
conditions upon which the Bank shall pay such additional compensation to the
Executives after retirement or other termination of employment and/or death
benefits to their beneficiaries after death; and
WHEREAS, the Bank and the Executives intend this Agreement to be considered
an unfunded arrangement, maintained primarily to provide supplemental retirement
income for such Executives, members of a select group of management or highly
compensated employees of the Bank, for purposes of the Employee Retirement
Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Second Executive Supplemental Retirement
Income Master Agreement which controls all issues relating to Supplemental
Retirement Income Benefits as described herein;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and the Executive agree as follows:
SECTION I
DEFINITIONS
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When used herein, the following words and phrases shall have the meanings
below unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means that portion of the Supplemental Retirement
Income Benefit which is required to be expensed and accrued under
generally accepted accounting principles (GAAP) by any appropriate
method which the Bank's Board of Directors may require in the exercise
of its sole discretion.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Bank" means First Federal Savings Bank and any successor thereto.
1.4 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in the Executive's Joinder Agreement to whom the
deceased Executive's benefits are payable. If no Beneficiary is so
designated, then the Executive's Spouse, if living, will be deemed the
Beneficiary. If the Executive's Spouse is not living, then the
Children of the Executive will be deemed the Beneficiaries and will
take on a per stirpes basis. If there are no living Children, then the
Estate of the Executive will be deemed the Beneficiary.
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1.5 "Benefit Age" shall be the birthday on which the Executive becomes
eligible to receive benefits under the Plan. Such birthday shall be
designated in the Executive's Joinder Agreement.
1.6 "Benefit Eligibility Date" shall be the date on which an Executive is
entitled to receive his Supplemental Retirement Income Benefit. It
shall be the 1st day of the month coincident with or next following
the month in which the Executive attains the Benefit Age designated in
his Joinder Agreement.
1.7 "Cause" means personal dishonesty, willful misconduct, willful
malfeasance, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule, regulation (other than traffic violations or similar
offenses), or final cease-and-desist order, material breach of any
provision of this Agreement, or gross negligence in matters of
material importance to the Bank.
1.8 A "Change in Control" of the Bank shall mean:
(A) A reoganization, merger, merger conversion, consolidation, or
sale of all or substantially all of the assets of the Bank to
another entity which is not controlled by the Bank, or a similar
transaction occurs in which the Bank is not the resulting entity;
or
(B) That individuals who constitute the Board of Directors on the
effective date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that
any person becoming a Director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters
of the Directors comprising the Incumbent Board shall not be
considered a replacement Director for purposes of a change in
control; or
(C) The acquisition of ownership or power to vote more than 25% of
the votes eligible to be cast at a meeting of the members or
stockholders, as applicable, of the Bank; or
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(D) If the Bank is organized in stock form, the acquisition by any
person or entity of "conclusive control" of the Bank within the
meaning of 12 C.F.R. ss. 574.4(a), or the acquisition by any
person or entity of "rebuttable control" within the meaning of 12
C.F.R. ss. 574.4(b) that has not been rebutted in accordance with
12 C.F.R. ss. 574.4(c). For purposes of this paragraph, the term
"person" refers to an individual or corporation, partnership,
trust association or other organization.
1.9 "Children" means the Executive's children, both natural and adopted,
then living at the time payments are due the Children under this
Agreement.
1.10 "Disability Benefit" means the benefit annuity payable to the
Executive following a determination, in accordance with Subsection
3.6, that he is no longer able, properly and satisfactorily, to
perform his duties as Executive.
1.11 "Effective Date" of this Agreement shall be April 1, 2002.
1.12 "Estate" means the estate of the Executive.
1.13 "Interest Factor" means monthly compounding or discounting, as
applicable, at seven percent (7%) per annum.
1.14 "Payout Period" means the time frame during which certain benefits
payable hereunder shall be distributed. Payments shall be made in
equal monthly installments commencing on the first day of the month
coincident with or next following the occurrence of the event which
triggers distribution and continuing for a period of months, as
designated in the Executive's Joinder Agreement.
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1.15 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death.
1.16 "Supplemental Retirement Income Benefit" means an annual amount
payable to the Executive in monthly installments throughout the Payout
Period, equal to the amount shown in the Executive's Joinder
Agreement, and subject to Subsection 3.1.
1.17 "Survivor's Benefit" means an annual amount payable to the Beneficiary
in monthly installments throughout the Payout Period, equal to the
amount shown in the Executive's Joinder Agreement, and subject to
Subsection 3.2.
1.18 "Vested" means the non-forfeitable portion of the Accrued Benefit to
which the Executive is entitled in the event of termination for any
reason other than for Cause. The Executive shall be Vested in One
Hundred (100%) Percent of his Accrued Benefit beginning upon the later
of: (i) the Effective date of this Agreement, or (ii) the execution
date of the Executive's Joinder Agreement.
1.19 "Year of Service" shall be earned upon completing twelve (12) months
of continuous service (including authorized leaves of absence), at any
time after the later of (i) the Effective Date of this Agreement or
(ii) the execution date of the Executive's Joinder Agreement.
SECTION II
ESTABLISHMENT OF RABBI TRUST
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The Bank intends to establish a rabbi trust into which the Bank shall
contribute assets which shall be held therein, subject to the claims of the
Bank's creditors in the event of the Bank's "Insolvency" as defined in the
agreement which establishes such rabbi trust, until the trust assets are
paid to the Executive and his Beneficiary(ies) in such manner and at such
times as specified in this Agreement. It is the intention of the Bank to
make contributions to the rabbi trust to provide the
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Bank with a source of funds to assist it in meeting liabilities of this
Agreement. The rabbi trust and any assets held therein shall conform to the
terms of the rabbi trust agreement which has been established prior this
Agreement. To the extent the language in this Agreement is modified by the
language in the rabbi trust agreement, the rabbi trust agreement shall
supersede this Agreement. Any contributions to the rabbi trust shall be
made during each Plan Year in accordance with the rabbi trust agreement.
The amount of such contribution(s) shall be equal to the full present value
of all benefit accruals under this Plan, if any, less: (i) previous
contributions made on behalf of the Executive to the rabbi trust, and (ii)
earnings to date on all such previous contributions.
SECTION III
BENEFITS
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3.1 Retirement Benefit. If the Executive is in service with the Bank until
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reaching his Benefit Age, the Executive shall be entitled to the
Supplemental Retirement Income Benefit. Such benefit shall commence on
the Executive's Benefit Eligibility Date and shall be payable in
installments throughout the Payout Period. In the event the Executive
dies at any time after attaining his Benefit Age, but prior to
completion of all such payments due and owing hereunder, the Bank
shall pay to the Executive's Beneficiary a continuation of the
payments for the remainder of the Payout Period.
3.2 Death Prior to Benefit Age. If the Executive dies prior to attaining
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his Benefit Age but while employed at the Bank, the Executive's
Beneficiary shall be entitled to the Survivor's Benefit. The
Survivor's Benefit shall commence on the first day of the month
following the Executive's death and shall be payable in monthly
installments throughout the Payout Period.
3.3 Termination Other Than for Cause. If the Executive voluntarily or
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involuntarily terminates employment at the Bank before reaching his
Benefit Age, for any reason other than for Cause, the Executive's
death, disability, or following a Change in Control, the Executive (or
his Beneficiary) shall be entitled to the annuitized value (using the
Interest Factor) of (i) his
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Vested Accrued Benefit calculated as of the date of his termination of
service, plus (ii) interest accrued (using the Interest Factor) on such
Vested Accrued Benefit from the date of termination until his Benefit Age.
Such benefit shall commence on the Executive's Benefit Eligibility Date and
shall be payable in monthly installments throughout the Payout Period. In
the event the Executive dies at any time after commencement of payments
hereunder, but prior to completion of all such payments due and owing
hereunder, the Bank shall pay to the Executive's Beneficiary a continuation
of the monthly installments for the remainder of the Payout Period.
If the Executive dies after his termination of service occurring prior to
his Benefit Eligibility Date, and prior to the commencement of benefits
hereunder, the Executive's Beneficiary shall be entitled to the annuitized
value (using the Interest Factor) of (i) his Vested Accrued Benefit
calculated as of the date of his termination of service, plus (ii) interest
accrued (using the Interest Factor) on such Vested Accrued Benefit from the
date of termination until his death. Such benefit shall be paid to the
Executive's Beneficiary commencing within thirty days of the Executive's
death in monthly installments throughout the Payout Period.
3.4 Termination of Service Related to a Change in Control. If a Change in
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Control occurs at the Bank, and thereafter the Executive's employment
is terminated (either voluntarily or involuntarily), the Executive
shall be entitled to the benefit set forth in the Executive's Joinder
Agreement. Such benefit shall be payable at the Executive's Benefit
Age in monthly installments throughout the Payout Period. In the event
that the Executive dies at any time after termination of employment
but prior to attaining his Benefit Age, the Executive's Beneficiary
shall be entitled to the Survivor's Benefit as specified in Section
3.2. In the event that the Executive dies at any time after
termination of employment, after commencement but before completion of
all such payments due and owing hereunder, the Bank, or its successor,
shall pay to the Executive's Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period.
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3.5 Termination for Cause. If the Executive is terminated for Cause, all
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benefits under this Agreement shall be forfeited and this Agreement
shall become null and void.
3.6 Disability Benefit. Notwithstanding any other provision hereof, if
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requested by the Executive and approved by the Board, the Executive
shall be entitled to receive the Disability Benefit hereunder, in any
case in which it is determined by a duly licensed physician selected
by the Bank, that the Executive is no longer able, properly and
satisfactorily, to perform his regular duties as an Executive, because
of ill health, accident, disability or general inability due to age.
If the Executive's service is terminated pursuant to this paragraph
and Board approval is obtained, the Executive may elect to begin
receiving the Disability Benefit in lieu of his Supplemental
Retirement Income Benefit, which is not available prior to the
Executive's Benefit Eligibility Date. The benefit shall not begin more
than thirty (30) days following the above-mentioned disability
determination. The amount of the monthly benefit shall be the
annuitized value of the Executive's Vested Accrued Benefit measured as
of the date of such determination. The Vested Accrued Benefit shall be
annuitized using the Interest Factor and shall be payable over the
Payout Period. In the event the Executive dies while receiving
payments pursuant to this Subsection, or after becoming eligible for
such payments but before the actual commencement of such payments, his
Beneficiary shall be entitled to receive the full Survivor's Benefit
for the Payout Period, reduced by the number of months disability
payments were made to the Executive.
If the total dollar amount of disability payments received by the
Executive under the provisions of this Subsection is less than the
total dollar amount of payments that would have been received had the
Survivor's Benefit been paid in lieu of the Disability Benefit during
the Executive's life, the Bank shall pay the Executive's Beneficiary a
lump sum payment for the difference. This lump sum payment shall be
made within thirty (30) days of the Executive's death.
3.7 Breach. In the event of any breach by the Executive of the agreements
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and covenants contained herein, the Board of Directors of the Bank
shall direct that any unpaid balance of
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any payments to the Executive under this Agreement be suspended, and shall
thereupon notify the Executive of such suspensions, in writing. Thereupon,
if the Board of Directors of the Bank shall determine that said breach by
the Executive has continued for a period of one (1) month following
notification of such suspension, all rights of the Executive and his
Beneficiaries under this Agreement, including rights to further payments
hereunder, shall thereupon terminate.
3.8 Additional Death Benefit - Burial Expense. In addition to the
above-described death benefits, upon the Executive's death, the
Executive's Beneficiary shall be entitled to receive a one-time lump
sum death benefit in the amount of Ten Thousand ($10,000.00) Dollars.
This benefit shall be provided specifically for the purpose of
providing payment for burial and/or funeral expenses of the Executive
and shall be payable within thirty (30) days of the Executive's death.
The Executive's Beneficiary shall not be entitled to such benefit
under this Plan (i) if the Executive is terminated for Cause prior to
death or (ii) the Executive's Beneficiary receives a supplemental
$10,000 death benefit under any other non-qualified deferred
compensation plan sponsored by the Bank.
3.9 Service. Payment of the Supplemental Retirement Income Benefit shall
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be paid if the Executive meets the requirements of Subsections 3.1 and
3.7. However, payment of the annuity to the Executive during the first
five (5) years immediately following Executive's attainment of his
Benefit Eligibility Date is further conditioned upon the Executive
rendering such reasonable business consulting, advisory and public
relations services as the Bank's Board of Directors may call upon the
Executive to provide. Such service shall be for the number of Service
Days, designated in the Executive's Joinder Agreement, for each year
during the five (5) year period immediately following the Executive's
attainment of his Benefit Eligibility Date. However, if the Executive
continues to work after attaining his Benefit Eligibility Date, the
number of Service Days shall be reduced on a pro-rata basis. For
example, if the Executive continues to work for five (5) full years
following attainment of his Benefit Eligibility Date, this Subsection
shall be deemed to be fulfilled. If the Executive
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continues to work for six (6) months following attainment of his Benefit
Eligibility Date, one-half (1/2) of the Service Days required during the
first year following the Executive's Benefit Eligibility Date shall be
deemed to be fulfilled. The Bank shall provide the Executive with advance
notice, sufficient to Executive, of its desire to have such service
provided. In rendering these services, the Executive shall not be
considered an employee of the Bank but shall act in the capacity of an
independent contractor. The Executive shall not be required to perform
these services during reasonable vacation periods or any periods of illness
or disability. Furthermore, the Executive shall be reimbursed for all
expenses incurred in performing such services.
SECTION IV
BENEFICIARY DESIGNATION
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The Executive shall make an initial designation of primary and
secondary Beneficiaries upon execution of his Joinder Agreement and shall
have the right to change such designation, at any subsequent time, by
submitting to the Administrator in substantially the form attached as
Exhibit A to the Joinder Agreement, a written designation of primary and
secondary Beneficiaries. Any Beneficiary designation made subsequent to
execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.
SECTION V
EXECUTIVE'S RIGHT TO ASSETS
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The rights of the Executive, any Beneficiary, or any other person
claiming through the Executive under this Agreement, shall be solely those
of an unsecured general creditor of the Bank. The Executive, the
Beneficiary, or any other person claiming through the Executive, shall only
have the right to receive from the Bank those payments so specified under
this Agreement. The Executive agrees that he, his Beneficiary, or any other
person claiming through him shall have no rights or interests whatsoever in
any asset of the Bank, including any insurance policies or contracts which
the
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Bank may possess or obtain to informally fund this Agreement. Any asset
used or acquired by the Bank in connection with the liabilities it has
assumed under this Agreement, unless expressly provided herein, shall not
be deemed to be held under any trust for the benefit of the Executive or
his Beneficiaries, nor shall any asset be considered security for the
performance of the obligations of the Bank. Any such asset shall be and
remain, a general, unpledged, and unrestricted asset of the Bank.
SECTION VI
RESTRICTIONS UPON FUNDING
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The Bank shall have no obligation to set aside, earmark or entrust any
fund or money with which to pay its obligations under this Agreement. The
Executive, his Beneficiaries or any successor in interest to him shall be
and remain simply a general unsecured creditor of the Bank in the same
manner as any other creditor having a general claim for matured and unpaid
compensation. The Bank reserves the absolute right in its sole discretion
to either purchase assets to meet its obligations undertaken by this
Agreement or to refrain from the same and to determine the extent, nature,
and method of such asset purchases. Should the Bank decide to purchase
assets such as life insurance, mutual funds, disability policies or
annuities, the Bank reserves the absolute right, in its sole discretion, to
terminate such assets at any time, in whole or in part. At no time shall
the Executive be deemed to have any lien, right, title or interest in or to
any specific investment or to any assets of the Bank. If the Bank elects to
invest in a life insurance, disability or annuity policy upon the life of
the Executive, then the Executive shall assist the Bank by freely
submitting to a physical examination and by supplying such additional
information necessary to obtain such insurance or annuities.
SECTION VII
ALIENABILITY AND ASSIGNMENT PROHIBITION
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Neither the Executive nor any Beneficiary under this Agreement shall
have any power or right to transfer, assign, anticipate, hypothecate,
mortgage, commute, modify or otherwise encumber
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in advance any of the benefits payable hereunder, nor shall any of said
benefits be subject to seizure for the payment of any debts, judgments,
alimony or separate maintenance owed by the Executive or his Beneficiary,
nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Executive or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of
the benefits hereunder, the Bank's liabilities shall forthwith cease and
terminate.
SECTION VIII
ACT PROVISIONS
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8.1 Named Fiduciary and Administrator. The Bank, as Administrator, shall
---------------------------------
be the Named Fiduciary of this Plan. As Administrator, the Bank shall
be responsible for the management, control and administration of the
Plan as established herein. The Administrator may delegate to others
certain aspects of the management and operational responsibilities of
the Plan, including the employment of advisors and the delegation of
ministerial duties to qualified individuals.
8.2 Claims Procedure and Arbitration. In the event that benefits under
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this Agreement are not paid to the Executive (or to his Beneficiary in
the case of the Executive's death) and such claimants feel they are
entitled to receive such benefits, then a written claim must be made
to the Administrator within sixty (60) days from the date payments are
refused. The Bank and its Board shall review the written claim and, if
the claim is denied, in whole or in part, they shall provide in
writing, within ninety (90) days of receipt of such claim, their
specific reasons for such denial, reference to the provisions of this
Agreement or the Joinder Agreement upon which the denial is based, and
any additional material or information necessary to perfect the claim.
Such writing by the Bank and its Board shall further indicate the
additional steps which must be undertaken by claimants if an
additional review of the claim denial is desired.
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If claimants desire a second review, they shall notify the Administrator in
writing within sixty (60) days of the first claim denial. Claimants may
review this Agreement, the Joinder Agreement or any documents relating
thereto and submit any issues and comments, in writing, they may feel
appropriate. In its sole discretion, the Administrator shall then review
the second claim and provide a written decision within sixty (60) days of
receipt of such claim. This decision shall state the specific reasons for
the decision and shall include reference to specific provisions of this
Agreement or the Joinder Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon completed
performance of this Agreement and the Joinder Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may submit the
dispute to a Board of Arbitration for final arbitration. Said Board shall
consist of one member selected by the claimant, one member selected by the
Bank, and the third member selected by the first two members. The Board
shall operate under any generally recognized set of arbitration rules. The
parties hereto agree that they, their heirs, personal representatives,
successors and assigns shall be bound by the decision of such Board with
respect to any controversy properly submitted to it for determination.
SECTION IX
MISCELLANEOUS
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9.1 No Effect on Employment Rights. Nothing contained herein will confer
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upon the Executive the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with
the Executive without regard to the existence of the Agreement.
Pursuant to 12 C.F.R. ss. 563.39(b), the following conditions shall
apply to this Agreement:
(1) The Bank's Board of Directors may terminate the Executive at any
time, but any termination by the Bank's Board of Directors other
than termination for
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Cause shall not prejudice the Executive's vested right to compensation or
other benefits under the contract. As provided in Section 3.5, the
Executive shall forfeit his right to all benefits provided for in the
Agreement in the event he is terminated for Cause. He shall have no right
to receive additional compensation or other benefits for any period after
termination for Cause.
(2) If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's
obligations under the contract shall be suspended (except vested
rights) as of the date of termination of service unless stayed by
appropriate proceedings. If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay the Executive
all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate (in whole or in
part) any of its obligations which were suspended.
(3) If the Executive is terminated and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested
obligations of the Bank under the contract shall terminate as of
the effective date of the order.
(4) If the Bank is in default (as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act), all non-vested obligations under
the contract shall terminate as of the date of default.
(5) All non-vested obligations under the contract shall be
terminated, except to the extent determined that continuation of
the contract is necessary for the continued operation of the
Bank:
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(i) by the Executive or his designee at the time the Federal
Deposit Insurance Corporation or the Resolution Trust
Corporation enters into an agreement to provide assistance
to or on behalf of the Bank under the authority contained in
ss. 13(c) of the Federal Deposit Insurance Act; or
(ii) by the Executive or his designee, at the time the Executive
or his designee approves a supervisory merger to resolve
problems related to operation of the Bank or when the Bank
is determined by the Executive to be in an unsafe or unsound
condition.
Any rights of the parties that have already vested, (i.e., the
Executive's Vested Accrued Benefit), however, shall not be
affected by such action.
9.2 State Law. The Agreement is established under, and will be construed
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according to, the laws of the State of Indiana, to the extent such
laws are not preempted by the Act and valid regulations published
thereunder.
9.3 Severability. In the event that any of the provisions of this
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Agreement or portion thereof, are held to be inoperative or invalid by
any court of competent jurisdiction, then: (1) insofar as is
reasonable, effect will be given to the intent manifested in the
provisions held invalid or inoperative, and (2) the validity and
enforceability of the remaining provisions will not be affected
thereby.
9.4 Incapacity of Recipient. In the event the Executive is declared
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incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the
Agreement to which such Executive is entitled shall be paid to such
conservator or other person legally charged with the care of his
person or Estate. Except as
15
provided above in this paragraph, when the Bank's Board of Directors,
in its sole discretion, determines that the Executive is unable to
manage his financial affairs, the Board may direct the Bank to make
distributions to any person for the benefit of the Executive.
9.5 Unclaimed Benefit. The Executive shall keep the Bank informed of his
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current address and the current address of his Beneficiaries. If the
location of the Executive is not made known to the Bank within three
(3) years after the date on which any payment of the Supplemental
Retirement Income Benefit may first be made, payment may be made as
though the Executive had died at the end of the three (3) year period.
If, within one (1) additional year after such three (3) year period
has elapsed, or, within three (3) years after the actual death of the
Executive, whichever comes first, the Bank is unable to locate any
Beneficiary of the Executive, the Bank may fully discharge its
obligation by payment to the Estate.
9.6 Limitations on Liability. Notwithstanding any of the preceding
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provisions of the Agreement, neither the Bank, nor any individual
acting as an employee or agent of the Bank, or as a member of the
Board of Directors shall be liable to the Executive or any other
person for any claim, loss, liability or expense incurred in
connection with the Agreement.
9.7 Gender. Whenever in this Agreement words are used in the masculine or
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neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.
9.8 Effect on Other Corporate Benefit Agreements. Nothing contained in
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this Agreement shall affect the right of the Executive to participate
in or be covered by any qualified or non-qualified pension, profit
sharing, group, bonus or other supplemental compensation or fringe
benefit agreement constituting a part of the Bank's existing or future
compensation structure.
9.9 Suicide. Notwithstanding anything to the contrary in this Agreement,
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the benefits otherwise provided herein shall not be payable if the
Executive's death results from suicide, whether
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sane or insane, within twenty-four (24) months after the execution of
this Agreement. If the Executive dies during this twenty-four (24)
month period due to suicide, all benefits under this Agreement shall
be forfeited and this Agreement shall become null and void.
9.10 Inurement. This Agreement shall be binding upon and shall inure to the
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benefit of the Bank, its successors and assigns, and the Executive,
his successors, heirs, executors, administrators, and Beneficiaries.
9.11 Tax Withholding. The Bank may withhold from any benefits payable under
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this Agreement all federal, state, city, or other taxes as shall be
required pursuant to any law or governmental regulation then in
effect.
9.12 Headings. Headings and sub-headings in this Agreement are inserted for
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reference and convenience only and shall not be deemed a part of this
Agreement.
SECTION X
AMENDMENT/REVOCATION
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This Agreement shall not be amended, modified or revoked at any time,
in whole or part, without the mutual written consent of the Executive and
the Bank, and such mutual consent shall be required even if the Executive
is no longer employed by the Bank.
SECTION XI
EXECUTION
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11.1 This Agreement, together with the Joinder Agreements and the Rabbi
Trust, sets forth the entire understanding of the parties hereto with
respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this
Agreement.
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11.2 This Agreement shall be executed in triplicate, each copy of which,
when so executed and delivered, shall be an original, but all three
copies shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed
on this 3rd day of June , 2002 .
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WITNESS FIRST FEDERAL SAVINGS BANK:
By: /s/ Xxxxxx Xxxxxx
/s/ Xxxxxxx X. Head ------------------------------
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Title: Chairman of the Board and
Chief Executive Officer
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19
SECOND EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME JOINDER AGREEMENT
I, XXXXXXX X. HEAD, and FIRST FEDERAL SAVINGS BANK (the "Bank") hereby
agree for good and valuable consideration, the value of which is hereby
acknowledged, that I shall participate in the Second Executive Supplemental
Retirement Income Master Agreement ("Agreement"), established on April 1, 2002,
as said Agreement may now exist or hereafter be amended or modified, and do
further agree to the terms and conditions thereof.
I understand that I must execute this Second Executive Supplemental
Retirement Income Joinder Agreement ("Joinder Agreement") as well as notify the
Administrator of such execution, on or before April 1, 2002, in order to
participate in the Agreement from its Effective Date. Otherwise, I may execute
this Joinder Agreement and give notice of such execution to the Administrator at
least thirty (30) days prior to any January 1.
I hereby elect a "Benefit Age" of 65 years, 0 months and a "Payout Period"
of 180 months.
My "Supplemental Retirement Income Benefit" shall be One Hundred and Six
Thousand Nine Hundred Dollars ($106,900), subject to Subsection 3.1 and all
relevant Subsections of the Agreement.
My "Survivor's Benefit" shall be One Hundred and Six Thousand Nine Hundred
Dollars ($106,900), subject to Subsection 3.2 and all relevant Subsections of
the Agreement.
In general, I understand that my receipt (or my Beneficiary's receipt) of
the Supplemental Retirement Income Benefit (or Survivor's Benefit) is contingent
upon my compliance with Subsections 3.1 and 3.7 (or 3.2 and 3.7) of the
Agreement. Receipt of the Supplemental Retirement Income Benefit annuity, during
each of the first five (5) years following attainment of my Benefit Age, is
further conditioned upon completion of 0 "Service Days" in accordance with
Subsection 3.9.
In general and except as provided below, I understand that if I voluntarily
or involuntarily terminate employment at the Bank pursuant to Subsection 3.3 of
the Agreement and prior to reaching my Benefit Age, for any reason other than
for Cause, death, disability or following a Change in Control, my retirement
benefit shall be computed in accordance with Subsection 3.3 of the Agreement,
and in general such benefit shall be based on (i) the annuitized value of my
Vested Accrued Benefit on such date, plus (ii) interest accrued on such Vested
Accrued Benefit from the date of termination until my Benefit Age. If I
terminate employment after a Change in Control, I understand that I shall be
entitled to receive an additional retirement benefit in an amount equal to three
(3) years of accruals plus interest accrued on such amount until my Benefit Age.
Such benefit, which is in addition to my Supplemental Retirement Income Benefit,
shall be payable at my Benefit Age.
I hereby designate the following individuals as my "Beneficiary" and I am
aware that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time,
and in substantially the form attached hereto as Exhibit A, a written
designation of the primary and secondary Beneficiaries to whom payment under the
Agreement shall be made in the event of my death prior to complete distribution
of the benefits due and payable under the Agreement. I understand that any
Beneficiary designation made subsequent to execution of the Joinder Agreement
shall become effective only when receipt thereof is acknowledged in writing by
the Administrator.
PRIMARY BENEFICIARY: Xxxxx X. Head - Spouse
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SECONDARY BENEFICIARY: Xxxxxxxxxxx X. Head / Xxxxx X. Head
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I further understand that I am entitled to review or obtain a copy of the
Agreement, at any time, and may do so by contacting either the Bank or the
Administrator.
This Joinder Agreement shall become effective upon execution (below) by
both the Executive and a duly authorized officer
of the Bank.
Dated this 3rd day of June , 2002.
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/s/ Xxxxxxx X. Head
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(Executive)
/s/ Xxxxxx Xxxxxx
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(Bank's duly authorized Officer)
