Exhibit 10.1 Executive Salary Continuation Agreements between company and Xxxxxx
X. Xxxxxxxxx, Xxxx X. Xxxxxxx and Xxxxxxx X. Xxxx.
THE XXXXX BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this first day of February, 1993, by and
between The Xxxxx Bank, a corporation organized and existing under the laws of
the State of Mississippi, (hereinafter called "the Corporation"), and Xxxxxx X.
Xxxxxxxxx (hereinafter called "the Executive").
W I T N E S S E T H:
WHEREAS, the Executive is in the employ of the Corporation serving as its
President and Chief Executive Officer; and
WHEREAS, the experience of the Executive, his knowledge of the affairs of the
Corporation, his reputation and contacts in the industry are so valuable that
assurance of his continued service is essential for the future growth and
profits of the Corporation and it is in the best interests of the Corporation to
arrange terms of continued employment for the Executive so as to reasonably
assure his remaining in the Corporation's employment during his lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Corporation that his services be retained as
herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the Corporation
provided the Corporation agrees to pay him or his beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the future
as well as the mutual promises and convenants herein contained, it is agreed as
follows:
ARTICLE 1.
1.1) Beneficiary - The term Beneficiary shall mean the person or persons whom
the Executive shall designate in writing to receive the benefits provided
hereunder.
1.2) Disability - The term Disability shall mean an inability to substantially
perform the usual and regular duties performed by the Executive as an employee
of the Corporation. Such disability may be caused by either illness or injury
and includes mental disabilities. For purposes of this Agreement the
determination of the Executive's disability shall be made solely by the Board of
Directors of the Corporation without participation by the alleged disabled
Executive. Such a determination by the Board of Directors shall be final and
conclusive on all parties hereto.
1.3) Named Fiduciary and Plan Administrator - The Named Fiduciary and Plan
Administrator of this plan shall be the Corporation.
ARTICLE 2.
2.1) Employment - The Corporation agrees to employ the Executive in such
capacity as the Corporation may from time to time determine. The Executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him, and with such compensation as
may be determined from time to time by the Board of Directors of the
Corporation.
2.2) Full Efforts - The Executive agrees to devote his full time and attention
exclusively to the business and affairs of the Corporation, except during
vacation periods, and to use his best efforts to furnish faithful and
satisfactory services to the Corporation.
2.3) Fringe Benefits - The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
ARTICLE 3.
3.1) Retirement - If the Executive shall continue in the employment of the
Corporation until he attains the age of sixty-five (65), he may retire from
active daily employment as of the first day of the month next following
attainment of age sixty-five (65) or upon such later date as may be mutually
agreed upon by the Executive and the Corporation.
3.2) Payment - The Corporation agrees that upon such retirement it will pay to
the Executive the annual sum of fifty thousand five hundred dollars ($50,500),
payable monthly on the first day of each month following such retirement for a
period of one hundred eighty (180) months; subject to the conditions and
limitations hereinafter set forth. The fifty thousand five hundred dollars
($50,500) annual payment amount may be adjusted as of the first year in which it
is to be paid to reflect changes in the federally determined cost-of-living
index and may be adjusted annually for each payment year thereafter to reflect
further changes in said federally determined cost-of-living
index. However, the Corporation is not obligated hereunder to make any such
adjustment.
3.3) Death After Retirement - The Corporation agrees that if the Executive shall
so retire, but shall die before receiving the full amount of monthly payments to
which he is entitled hereunder, it will continue to make such monthly payments
to the Executive's designated Beneficiary for the remaining period. If a valid
Beneficiary Designation is not in effect, the payments shall be made to the
Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of his estate.
ARTICLE 4.
4.1) Death Prior to Retirement - In the event the Executive should die while
actively employed by the Corporation at any time after the date of this
Agreement but prior to his attaining the age of sixty-five (65) years, the
Corporation will pay the annual sum of fifty thousand five hundred Dollars
($50,500) per year to the Executive's designated Beneficiary in equal monthly
installments for a period of one hundred eighty (180) months. If a valid
Beneficiary Designation is not in effect, the payments shall be made to the
Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of her estate.
The said monthly payments shall begin the first day of the month following the
month of the decease of the Executive. Provided, however, that anything
hereinabove to the contrary notwithstanding, no death benefit shall be payable
hereunder if it is determined that the Executive's death was caused by suicide
on or before February 1, 1995.
4.2) Disability Prior to Retirement - In the event the Executive should become
disabled while actively employed by the Corporation at any time after the date
of this Agreement but prior to his attaining the age of sixty-five (65) years,
the Executive will be considered to be one hundred percent (100%) vested in the
amount set forth in Schedule A attached hereto and made a part hereof. Said
amount shall be paid to the Executive in a lump sum within three (3) months of
the determination of disability or upon such other terms as the Executive and
the Corporation may agree including, but not limited to, drawing said sum by way
of monthly benefits to begin immediately based upon the value of the vested sum
then accrued or in monthly benefits beginning when the Executive attains the age
of sixty-five (65) based upon the vested benefits then accrued plus
contributions of the Corporation
at a rate or dollar amount to be determined annually by the Board or Directors
until such time as the Executive attains the age of sixty-five (65). If the
Executive elects to receive said benefits in a lump sum payment, the Executive
shall notify the Corporation in writing within forty-five (45) days of the
determination of disability. In the event that the Corporation and Executive
agree to some other form of payment of the vested benefits, it shall be done in
writing within forty-five (45) days of the determination of the disability. Said
payment (regardless of its form) shall be in lieu of any other retirement or
death benefit under this Agreement.
ARTICLE 5.
5.1) Termination of Employment - The Corporation reserves the right to terminate
the employment of the Executive at any time prior to retirement. In the event
that the employment of the Executive shall terminate prior to her attaining age
sixty-five (65), other than by reason of his disability or his death, then this
Agreement shall terminate upon the date of such termination of employment.
Provided, however, that the Executive shall be entitled to the following
benefits under the following circumstances:
(01) If the Executive has been employed by the Corporation for a period of
at least one (1) continuous year from and after the time this agreement was
entered into, the Executive will be considered to be vested in one hundred
percent (100%) of the amount set out in Schedule A attached hereto and made a
part hereof. If the Executive has been employed by the Corporation for a period
of less than one (1) continuous year from and after the time this Agreement was
entered into, the Executive will not be considered to be vested in any benefit
hereunder and shall be entitled to no benefits under this Agreement. If the
Executive's employment is terminated under the provisions of this Section 5.1,
the Corporation will pay the Executive's vested amount upon such terms and
conditions and commencing at such time as the Corporation shall determine, but
in no event commencing later than age sixty-five (65). Provided, however, the
Executive shall have the right to receive said vested amount in one (1) lump sum
payment within three (3) months of the termination of the Executive's
employment.
(02) Anything hereinabove to the contrary notwithstanding, if the Executive
is not fully vested in the amoung set forth in Schedule A, he will become fully
vested in said amount in the event of a transfer in the controlling ownership or
sale of the Corporation or its parent corporation and shall be entitled to the
full amount set forth in Schedule A, upon the terms and conditions hereof, if
termination of employment thereafter occurs under this Section 5.1.
ARTICLE 6.
6.1) Termination of Agreement by Reason of Changes in Law -The Corporation is
entering into this Agreement upon the assumption that certain existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws, the Corporation shall have an option to terminate
or modify this Agreement. Provided, however, that the Executive shall be
entitled to at least the same amount as he would have been entitled to under
Section 4.2 relating to disability. The payment of said amount shall be made
upon such terms and conditions and at such time as the Corporation shall
determine, but in no event commencing later than age sixty-five (65).
ARTICLE 7.
7.1) Nonassignable - Neither the Executive, the Executive's spouse, nor any
other beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber 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 or any of them, or be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise.
ARTICLE 8.
8.1) Claims Procedure - The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or his beneficiary for benefits under this Agreement
shall be stated in writing and delivered or mailed to the Executive or such
beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Corporation's ability in a manner calculated to be
understood without legal or actuarial counsel. In addition, the Corporation
shall provide a reasonable opportunity to the Executive or such beneficiary for
full and fair review of the decision denying such claim.
ARTICLE 9.
9.1) Unsecured General Creditor - The Executive and his beneficiary shall have
no legal right or equitable rights, interests, or claims in or to any property
or assets of the
Corporation. No assets of the Corporation shall be held under any trust for the
benefit of the Executive or his beneficiaries or held in any way as security for
the fulfilling of the obligations of the Corporation under this plan. All of the
Corporation's assets shall be and remain the general, unpledged, unrestricted
assets of the Corporation. The Corporation's obligation under this plan shall be
that of an unfunded and unsecured promise by the Corporation to pay money in the
future. Executives and their beneficiaries shall be unsecured general creditors
with respect to any benefits hereunder.
ARTICLE 10.
10.1) Reorganization - The Corporation shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm, or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation.
ARTICLE 11.
11.1) Benefits and Burdens - This Agreement shall be binding upon and inure to
the benefit of the Executive and his personal representatives, and the
Corporation and any successor organization which shall succeed to substantially
all of its assets and business.
ARTICLE 12.
12.1) Not a Contract of Employment - This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Corporation to discharge the Executive,
or restrict the right of the Executive to terminate his employment.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set his hand at
Purvis, Mississippi, the day and year first above written.
The Xxxxx Bank
By:
--------------------------------
Its:
-------------------------------
EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
SCHEDULE_A
EXECUTIVE SALARY CONTINUATION AGREEMENT BETWEEN THE XXXXX
BANK AND XXXXXX X. XXXXXXXXX
Plan_Year Amount_in_Which_Vesting_Occurs
1 $ 9,289
2 19,249
3 29,930
4 41,382
5 53,662
6 66,830
7 80,950
8 96,091
9 112,327
10 129,735
11 148,403
12 168,420
13 189,884
14 212,899
15 237,579
16 264,042
17 292,418
18 322,846
19 355,474
20 390,460
21 427,975
22 468,202
THE XXXXX BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this first day of February, 1993, by and
between The Xxxxx Bank, a corporation organized and existing under the laws of
the State of Mississippi, (hereinafter called "the Corporation"), and Xxxx X.
Xxxxxxx (hereinafter called "the Executive").
W I T N E S S E T H:
WHEREAS, the Executive is in the employ of the Corporation serving as its
Executive Vice President and Cashier; and
WHEREAS, the experience of the Executive, her knowledge of the affairs of the
Corporation, her reputation and contacts in the industry are so valuable that
assurance of her continued service is essential for the future growth and
profits of the Corporation and it is in the best interests of the Corporation to
arrange terms of continued employment for the Executive so as to reasonably
assure her remaining in the Corporation's employment during her lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Corporation that her services be retained as
herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the Corporation
provided the Corporation agrees to pay her or her beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the future
as well as the mutual promises and convenants herein contained, it is agreed as
follows:
ARTICLE 1.
1.1) Beneficiary - The term Beneficiary shall mean the person or persons whom
the Executive shall designate in writing to receive the benefits provided
hereunder.
1.2) Disability - The term Disability shall mean an inability to substantially
perform the usual and regular duties performed by the Executive as an employee
of the Corporation. Such disability may be caused by either illness or injury
and includes mental disabilities. For purposes of this Agreement the
determination of the Executive's disability shall be made solely by the Board of
Directors of the Corporation without participation by the alleged disabled
Executive. Such a determination by the Board of Directors shall be final and
conclusive on all parties hereto.
1.3) Named Fiduciary and Plan Administrator - The Named Fiduciary and Plan
Administrator of this plan shall be the Corporation.
ARTICLE 2.
2.1) Employment - The Corporation agrees to employ the Executive in such
capacity as the Corporation may from time to time determine. The Executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to her, and with such compensation as
may be determined from time to time by the Board of Directors of the
Corporation.
2.2) Full Efforts - The Executive agrees to devote her full time and attention
exclusively to the business and affairs of the Corporation, except during
vacation periods, and to use her best efforts to furnish faithful and
satisfactory services to the Corporation.
2.3) Fringe Benefits - The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
ARTICLE 3.
3.1) Retirement - If the Executive shall continue in the employment of the
Corporation until she attains the age of sixty-five (65), she may retire from
active daily employment as of the first day of the month next following
attainment of age sixty-five (65) or upon such later date as may be mutually
agreed upon by the Executive and the Corporation.
3.2) Payment - The Corporation agrees that upon such retirement it will pay to
the Executive the annual sum of forty-four thousand nine hundred dollars
($44,900), payable monthly on the first day of each month following such
retirement for a period of one hundred eighty (180) months; subject to the
conditions and limitations hereinafter set forth. The forth-four thousand nine
hundred dollars ($44,900) annual payment amount may be adjusted as of the first
year in which it is to be paid to reflect changes in the federally determined
cost-of-living index and may be adjusted annually for each payment year
thereafter to reflect further changes in said federally determined cost-of-
living
index. However, the Corporation is not obligated hereunder to make any such
adjustment.
3.3) Death After Retirement - The Corporation agrees that if the Executive shall
so retire, but shall die before receiving the full amount of monthly payments to
which she is entitled hereunder, it will continue to make such monthly payments
to the Executive's designated Beneficiary for the remaining period. If a valid
Beneficiary Designation is not in effect, the payments shall be made to the
Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of her estate.
ARTICLE 4.
4.1) Death Prior to Retirement - In the event the Executive should die while
actively employed by the Corporation at any time after the date of this
Agreement but prior to her attaining the age of sixty-five (65) years, the
Corporation will pay the annual sum of forty-four thousand nine hundred Dollars
($44,900) per year to the Executive's designated Beneficiary in equal monthly
installments for a period of one hundred eighty (180) months. If a valid
Beneficiary Designation is not in effect, the payments shall be made to the
Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of her estate.
The said monthly payments shall begin the first day of the month following the
month of the decease of the Executive. Provided, however, that anything
hereinabove to the contrary notwithstanding, no death benefit shall be payable
hereunder if it is determined that the Executive's death was caused by suicide
on or before February 1, 1995.
4.2) Disability Prior to Retirement - In the event the Executive should become
disabled while actively employed by the Corporation at any time after the date
of this Agreement but prior to her attaining the age of sixty-five (65) years,
the Executive will be considered to be one hundred percent (100%) vested in the
amount set forth in Schedule A attached hereto and made a part hereof. Said
amount shall be paid to the Executive in a lump sum within three (3) months of
the determination of disability or upon such other terms as the Executive and
the Corporation may agree including, but not limited to, drawing said sum by way
of monthly benefits to begin immediately based upon the value of the vested sum
then accrued or in monthly benefits beginning when the Executive attains the age
of sixty-five (65) based upon the vested benefits then accrued plus
contributions of the Corporation
at a rate or dollar amount to be determined annually by the Board or Directors
until such time as the Executive attains the age of sixty-five (65). If the
Executive elects to receive said benefits in a lump sum payment, the Executive
shall notify the Corporation in writing within forty-five (45) days of the
determination of disability. In the event that the Corporation and Executive
agree to some other form of payment of the vested benefits, it shall be done in
writing within forty-five (45) days of the determination of the disability. Said
payment (regardless of its form) shall be in lieu of any other retirement or
death benefit under this Agreement.
ARTICLE 5.
5.1) Termination of Employment - The Corporation reserves the right to terminate
the employment of the Executive at any time prior to retirement. In the event
that the employment of the Executive shall terminate prior to her attaining age
sixty-five (65), other than by reason of her disability or her death, then this
Agreement shall terminate upon the date of such termination of employment.
Provided, however, that the Executive shall be entitled to the following
benefits under the following circumstances:
(01) If the Executive has been employed by the Corporation for a period of
at least one (1) continuous year from and after the time this agreement was
entered into, the Executive will be considered to be vested in one hundred
percent (100%) of the amount set out in Schedule A attached hereto and made a
part hereof. If the Executive has been employed by the Corporation for a period
of less than one (1) continuous year from and after the time this Agreement was
entered into, the Executive will not be considered to be vested in any benefit
hereunder and shall be entitled to no benefits under this Agreement. If the
Executive's employment is terminated under the provisions of this Section 5.1,
the Corporation will pay the Executive's vested amount upon such terms and
conditions and commencing at such time as the Corporation shall determine, but
in no event commencing later than age sixty-five (65). Provided, however, the
Executive shall have the right to receive said vested amount in one (1) lump sum
payment within three (3) months of the termination of the Executive's
employment.
(02) Anything hereinabove to the contrary notwithstanding, if the
Executive is not fully vested in the amount set forth in Schedule A, he will
become fully vested in said amount in the event of a transfer in the controlling
ownership or sale of the Corporation or its parent corporation and shall be
entitled to the full amount set forth in Schedule A, upon the terms and
conditions hereof, if
termination of employment thereafter occurs under this Section 5.1.
ARTICLE 6.
6.1) Termination of Agreement by Reason of Changes in Law -The Corporation is
entering into this Agreement upon the assumption that certain existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws, the Corporation shall have an option to terminate
or modify this Agreement. Provided, however, that the Executive shall be
entitled to at least the same amount as he would have been entitled to under
Section 4.2 relating to disability. The payment of said amount shall be made
upon such terms and conditions and at such time as the Corporation shall
determine, but in no event commencing later than age sixty-five (65).
ARTICLE 7.
7.1) Nonassignable - Neither the Executive, the Executive's spouse, nor any
other beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber 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 her
beneficiary or any of them, or be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise.
ARTICLE 8.
8.1) Claims Procedure - The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or her beneficiary for benefits under this Agreement
shall be stated in writing and delivered or mailed to the Executive or such
beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Corporation's ability in a manner calculated to be
understood without legal or actuarial counsel. In addition, the Corporation
shall provide a reasonable opportunity to the Executive or such beneficiary for
full and fair review of the decision denying such claim.
ARTICLE 9.
9.1) Unsecured General Creditor - The Executive and her beneficiary shall have
no legal right or equitable rights, interests, or claims in or to any property
or assets of the
Corporation. No assets of the Corporation shall be held under any trust for the
benefit of the Executive or her beneficiaries or held in any way as security for
the fulfilling of the obligations of the Corporation under this plan. All of the
Corporation's assets shall be and remain the general, unpledged, unrestricted
assets of the Corporation. The Corporation's obligation under this plan shall be
that of an unfunded and unsecured promise by the Corporation to pay money in the
future. Executives and their beneficiaries shall be unsecured general creditors
with respect to any benefits hereunder.
ARTICLE 10.
10.1) Reorganization - The Corporation shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm, or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation.
ARTICLE 11.
11.1) Benefits and Burdens - This Agreement shall be binding upon and inure to
the benefit of the Executive and her personal representatives, and the
Corporation and any successor organization which shall succeed to substantially
all of its assets and business.
ARTICLE 12.
12.1) Not a Contract of Employment - This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Corporation to discharge the Executive,
or restrict the right of the Executive to terminate her employment.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set her hand at
Purvis, Mississippi, the day and year first above written.
The Xxxxx Bank
By:
--------------------------------
Its:
-------------------------------
EXECUTIVE:
/s/ Xxxx X. Xxxxxxx
-----------------------------------
SCHEDULE_A
EXECUTIVE SALARY CONTINUATION AGREEMENT BETWEEN THE XXXXX
BANK AND XXXX X. XXXXXXX
Plan_Year Amount_in_Which_Vesting_Occurs
1 $ 34,425
2 71,338
3 110,919
4 153,362
5 198,873
6 247,674
7 300,003
8 356,115
9 416,283
THE XXXXX BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this first day of February, 1993, by and
between The Xxxxx Bank, a corporation organized and existing under the laws of
the State of Mississippi, (hereinafter called "the Corporation"), and Xxxxxxx X.
Xxxx (hereinafter called "the Executive").
W I T N E S S E T H:
WHEREAS, the Executive is in the employ of the Corporation serving as its Senior
Vice President; and
WHEREAS, the experience of the Executive, his knowledge of the affairs of the
Corporation, his reputation and contacts in the industry are so valuable that
assurance of his continued service is essential for the future growth and
profits of the Corporation and it is in the best interests of the Corporation to
arrange terms of continued employment for the Executive so as to reasonably
assure his remaining in the Corporation's employment during his lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Corporation that his services be retained as
herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the Corporation
provided the Corporation agrees to pay him or his beneficiaries certain benefits
in accordance with the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the services to be performed in the future
as well as the mutual promises and convenants herein contained, it is agreed as
follows:
ARTICLE 1.
1.1) Beneficiary - The term Beneficiary shall mean the person or persons whom
the Executive shall designate in writing to receive the benefits provided
hereunder.
1.2) Disability - The term Disability shall mean an inability to substantially
perform the usual and regular duties performed by the Executive as an employee
of the Corporation. Such disability may be caused by either illness or injury
and includes mental disabilities. For purposes of this Agreement the
determination of the Executive's disability shall be made solely by the Board of
Directors of the Corporation without participation by the alleged disabled
Executive. Such a determination by the Board of Directors shall be final and
conclusive on all parties hereto.
1.3) Named Fiduciary and Plan Administrator - The Named Fiduciary and Plan
Administrator of this plan shall be the Corporation.
ARTICLE 2.
2.1) Employment - The Corporation agrees to employ the Executive in such
capacity as the Corporation may from time to time determine. The Executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him, and with such compensation as
may be determined from time to time by the Board of Directors of the
Corporation.
2.2) Full Efforts - The Executive agrees to devote his full time and attention
exclusively to the business and affairs of the Corporation, except during
vacation periods, and to use his best efforts to furnish faithful and
satisfactory services to the Corporation.
2.3) Fringe Benefits - The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
ARTICLE 3.
3.1) Retirement - If the Executive shall continue in the employment of the
Corporation until he attains the age of sixty-five (65), he may retire from
active daily employment as of the first day of the month next following
attainment of age sixty-five (65) or upon such later date as may be mutually
agreed upon by the Executive and the Corporation.
3.2) Payment - The Corporation agrees that upon such retirement it will pay to
the Executive the annual sum of fifty-seven thousand two hundred dollars
($57,200), payable monthly on the first day of each month following such
retirement for a period of one hundred eighty (180) months; subject to the
conditions and limitations hereinafter set forth. The fifty-seven thousand two
hundred dollars ($57,200) annual payment amount may be adjusted as of the first
year in which it is to be paid to reflect changes in the federally determined
cost-of-living index and may be adjusted annually for each payment year
thereafter to reflect further changes in said federally determined cost-of-
living
index. However, the Corporation is not obligated hereunder to make any such
adjustment.
3.3) Death After Retirement - The Corporation agrees that if the Executive
shall so retire, but shall die before receiving the full amount of monthly
payments to which he is entitled hereunder, it will continue to make such
monthly payments to the Executive's designated Beneficiary for the remaining
period. If a valid Beneficiary Designation is not in effect, the payments shall
be made to the Executive's surviving spouse or, if none, said payments shall be
made to the duly qualified personal representative, executor or administrator of
his estate.
ARTICLE 4.
4.1) Death Prior to Retirement - In the event the Executive should die while
actively employed by the Corporation at any time after the date of this
Agreement but prior to his attaining the age of sixty-five (65) years, the
Corporation will pay the annual sum of fifty-seven thousand two hundred Dollars
($57,200) per year to the Executive's designated Beneficiary in equal monthly
installments for a period of one hundred eighty (180) months. If a valid
Beneficiary Designation is not in effect, the payments shall be made to the
Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of his estate.
The said monthly payments shall begin the first day of the month following the
month of the decease of the Executive. Provided, however, that anything
hereinabove to the contrary notwithstanding, no death benefit shall be payable
hereunder if it is determined that the Executive's death was caused by suicide
on or before February 1, 1995.
4.2) Disability Prior to Retirement - In the event the Executive should become
disabled while actively employed by the Corporation at any time after the date
of this Agreement but prior to his attaining the age of sixty-five (65) years,
the Executive will be considered to be one hundred percent (100%) vested in the
amount set forth in Schedule A attached hereto and made a part hereof. Said
amount shall be paid to the Executive in a lump sum within three (3) months of
the determination of disability or upon such other terms as the Executive and
the Corporation may agree including, but not limited to, drawing said sum by way
of monthly benefits to begin immediately based upon the value of the vested sum
then accrued or in monthly benefits beginning when the Executive attains the age
of sixty-five (65) based upon the vested benefits then accrued plus
contributions of the Corporation
at a rate or dollar amount to be determined annually by the Board or Directors
until such time as the Executive attains the age of sixty-five (65). If the
Executive elects to receive said benefits in a lump sum payment, the Executive
shall notify the Corporation in writing within forty-five (45) days of the
determination of disability. In the event that the Corporation and Executive
agree to some other form of payment of the vested benefits, it shall be done in
writing within forty-five (45) days of the determination of the disability. Said
payment (regardless of its form) shall be in lieu of any other retirement or
death benefit under this Agreement.
ARTICLE 5.
5.1) Termination of Employment - The Corporation reserves the right to
terminate the employment of the Executive at any time prior to retirement. In
the event that the employment of the Executive shall terminate prior to his
attaining age sixty-five (65), other than by reason of his disability or his
death, then this Agreement shall terminate upon the date of such termination of
employment. Provided, however, that the Executive shall be entitled to the
following benefits under the following circumstances:
(01) If the Executive has been employed by the Corporation for a period of
at least one (1) continuous year from and after the time this agreement was
entered into, the Executive will be considered to be vested in one hundred
percent (100%) of the amount set out in Schedule A attached hereto and made a
part hereof. If the Executive has been employed by the Corporation for a period
of less than one (1) continuous year from and after the time this Agreement was
entered into, the Executive will not be considered to be vested in any benefit
hereunder and shall be entitled to no benefits under this Agreement. If the
Executive's employment is terminated under the provisions of this Section 5.1,
the Corporation will pay the Executive's vested amount upon such terms and
conditions and commencing at such time as the Corporation shall determine, but
in no event commencing later than age sixty-five (65). Provided, however, the
Executive shall have the right to receive said vested amount in one (1) lump sum
payment within three (3) months of the termination of the Executive's
employment.
(02) Anything hereinabove to the contrary notwithstanding, if the
Executive is not fully vested in the amoung set forth in Schedule A, he will
become fully vested in said amount in the event of a transfer in the controlling
ownership or sale of the Corporation or its parent corporation and shall be
entitled to the full amount set forth in Schedule A, upon the terms and
conditions hereof, if
termination of employment thereafter occurs under this Section 5.1.
ARTICLE 6.
6.1) Termination of Agreement by Reason of Changes in Law - The Corporation is
entering into this Agreement upon the assumption that certain existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws, the Corporation shall have an option to terminate
or modify this Agreement. Provided, however, that the Executive shall be
entitled to at least the same amount as he would have been entitled to under
Section 4.2 relating to disability. The payment of said amount shall be made
upon such terms and conditions and at such time as the Corporation shall
determine, but in no event commencing later than age sixty-five (65).
ARTICLE 7.
7.1) Nonassignable - Neither the Executive, the Executive's spouse, nor any
other beneficiary under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber 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 her
beneficiary or any of them, or be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise.
ARTICLE 8.
8.1) Claims Procedure - The Corporation shall make all determinations as to
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or her beneficiary for benefits under this Agreement
shall be stated in writing and delivered or mailed to the Executive or such
beneficiary. Such decision shall set forth the specific reasons for the denial,
written to the best of the Corporation's ability in a manner calculated to be
understood without legal or actuarial counsel. In addition, the Corporation
shall provide a reasonable opportunity to the Executive or such beneficiary for
full and fair review of the decision denying such claim.
ARTICLE 9.
9.1) Unsecured General Creditor - The Executive and her beneficiary shall have
no legal right or equitable rights, interests, or claims in or to any property
or assets of the
Corporation. No assets of the Corporation shall be held under any trust for the
benefit of the Executive or her beneficiaries or held in any way as security for
the fulfilling of the obligations of the Corporation under this plan. All of the
Corporation's assets shall be and remain the general, unpledged, unrestricted
assets of the Corporation. The Corporation's obligation under this plan shall be
that of an unfunded and unsecured promise by the Corporation to pay money in the
future. Executives and their beneficiaries shall be unsecured general creditors
with respect to any benefits hereunder.
ARTICLE 10.
10.1) Reorganization - The Corporation shall not merge or consolidate into or
with another corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm, or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation.
ARTICLE 11.
11.1) Benefits and Burdens - This Agreement shall be binding upon and inure to
the benefit of the Executive and her personal representatives, and the
Corporation and any successor organization which shall succeed to substantially
all of its assets and business.
ARTICLE 12.
12.1) Not a Contract of Employment - This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Corporation to discharge the Executive,
or restrict the right of the Executive to terminate his employment.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set his hand at
Purvis, Mississippi, the day and year first above written.
The Xxxxx Bank
By:
--------------------------------
Its:
-------------------------------
EXECUTIVE:
/s/ Xxxxxxx X. Xxxx
------------------------------------
SCHEDULE_A
EXECUTIVE SALARY CONTINUATION AGREEMENT BETWEEN THE XXXXX BANK AND XXXXXXX X.
XXXX
Plan_Year Amount_in_Which_Vesting_Occurs
1 $ 6,867
2 14,230
3 22,125
4 30,591
5 39,669
6 49,403
7 59,841
8 71,033
9 83,035
10 95,904
11 109,703
12 124,501
13 140,367
14 157,381
15 175,625
16 195,187
17 216,164
18 238,657
19 262,776
20 288,639
21 316,371
22 346,108
23 377,995
24 412,187
25 448,850
26 488,164
27 530,320
