Athens Federal Community Bank Amended Group Term Carve Out Plan This Plan

Exhibit 10.13

Athens Federal Community Bank
Amended Group Term Carve Out Plan This Plan

This Plan is adopted this 31^st day of December, 2008, by and between the ATHENS FEDERAL COMMUNITY BANK, a savings association located in Athens, Tennessee (the “Company”) and the Participant selected to participate in this Plan (the “Participant”).

Introduction

The Company wishes to attract and retain highly qualified executives. To further this objective, the Company is willing to divide the death proceeds of certain life insurance policies which are owned by the company on the lives of the participating executives with the designated beneficiary of each insured participating executive as set forth herein. The Company may terminate the Plan at any time for any reason prior to the normal date of retirement or disability as defined herein. The Company will pay the life insurance premiums from its general assets.

Article I - Definitions

Whenever used in this Plan, the following terms shall have the meanings specified:

	1.1		“Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than 50 percent of the Company’s outstanding voting common stock.
	1.2		“Compensation Committee” means either the Compensation Committee designated from time to time by the Company’s Board of Directors or a majority of the Company’s Board of Directors, either of which shall hereinafter be referred to as the Compensation Committee.
	1.3		“Disability” means the Participant suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Participant or by the Social Security Administration to be a disability rendering the Participant totally and permanently disabled. The Participant must submit proof to the Company of the carrier’s or Social Security Administration’s determination upon the request of the Company.
	1.4		“Insured” means the individual whose life is insured.
	1.5		“Insurer” means the insurance company issuing the life insurance policy on the life of the Insured.
	1.6		“Normal Retirement Age” means the Participant attaining age 65.

	1.7		“Normal Retirement Date” means the later of the Normal Retirement Age or the date that the Participant terminates employment or is terminated for any reason other than termination for Cause.
	1.8		“Participant” means the employee who is designated by the Compensation Committee to participate in this Plan, elects in writing to participate in this Plan using the form attached hereto as Exhibit A and signs a Split Dollar Policy Endorsement for each Policy in which the Participant is the Insured.
	1.9		“Policy” or “Policies” means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Participant’s life under this Plan.
	1.10		“Plan” means this document including all amendments thereto.
	1.11		“Termination for Cause” means that the Company has terminated the Participant’s employment for any of the following reasons:

1.11.1

“Termination of Employment” means the Participant ceasing to be employed by the Company for any reason other than death.

1.12

“Three Times Base Annual Salary” means the current base annual salary of the Participant at the date of the Participant’s death, multiplied by a factor of three (3).

ARTICLE 2 - Participation

	2.1		Eligibility to Participate. The Compensation Committee in its sole discretion shall designate from time to time executives that are eligible to participate in this Plan.
	2.2		Participation. The eligible executive may participate in this Plan by executing an Election to Participate and a Split Dollar Policy Endorsement for each Policy. The Split Dollar Policy Endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees to the terms and conditions of this Plan. An executive’s participation is limited to only Policies where he or she is the Insured.
	2.3		Termination of Participation. A Participant’s lights under this Plan shall cease and his or her participation in this Plan shall terminate if either of the following events occur:

	2.3.1		If there is a Termination for Cause; or
	2.3.2		If the Participant’s employment with the Company is terminated or ceases for any reason at any time other than death excluding termination after change in control occurs. In the event that the Company decides to maintain the Policy after the Participant’s Termination of Participation in the Plan, the Company shall be the direct beneficiary of the entire death proceeds of the Policy.

ARTICLE 3 - Policy Ownership/Interests

3.1

Participant’s Interest. The Participant or the Participant’s assignee shall have the right to designate the beneficiary of an amount of death proceeds noted in Sections 3.1.1 below. The Participant shall also have the right to elect and change settlement options with the consent of the Company and the Insurer.

3.1.1

Death prior to Termination of Employment. If the Participant dies prior to Termination of Employment, Participant’s beneficiary shall receive an amount of death proceeds equal to Three Times Base Annual Salary, less $50,000 (from the Company’s existing Group Term Plan), capped at a maximum of $450,000.

3.2

Company’s Interest. The Company shall own the Policies and shall have the right to exercise all incidents of ownership except that the Company shall not sell, surrender or transfer ownership of a Policy so long as a Participant has an interest in the Policy as described in section 3.1. This provision shall not impair the right of the Company to terminate this Plan. With respect to each Policy, the Company shall be the beneficiary of the remaining death proceeds of the Policy after the Participant’s Interest is determined according to section 3.1.

ARTICLE 4 - PREMIUMS

	4.1		Premium Payment. The Company shall pay all premiums due on all Policies.
	4.2		Economic Benefit. The Company shall determine the economic benefit attributable to the Participant based on the amount of the current term rate for the Participant’s age multiplied by the aggregate death benefit payable to the Participant’s beneficiary, the “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.
	4.3		Imputed Income. The Company shall impute the economic benefit to the Participant on an annual basis.

ARTICLE 5 - Assignment

Any Participant may assign without consideration all interests in his or her Policy and in this Plan to any person, entity or trust. In the event a Participant shall transfer all of his or her interest in the Policy then all of that Participant’s interest in his or her Policy and in this Plan shall be vested in his or her transferee who shall be substituted as a party hereunder and that Participant shall have no further interest in his or her Policy or in this Plan.

ARTICLE 6 - Insurer

The Insurer shall be bound only by the terms of a given Policy. Any payments the Insurer makes or actions it takes in accordance with a Policy shall fully discharge it from all claims, suits and demands of all persons relating to that Policy. The Insurer shall not be bound by the provisions of this Plan. The Insurer shall have the right to rely on the Company’s representations with regard to any definitions, interpretations or Policy interests as specified under this Plan.

ARTICLE 7 - CLAIMS AND REVIEW PROCEDURE

7.1

Claims Procedure. Any person or entity who has not received benefits under this Plan that he or she believes should be paid (“claimant”) shall make a claim for such benefits as follows:

	7.1.1		Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
	7.1.2		Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
	7.1.3		Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. the notification shall set forth:

	7.1.3.1		The specific reasons for the denial;
	7.1.3.2		A reference to the specific provisions of the Plan on which the denial is based;
	7.1.3.3		A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
	7.1.3.4		An explanation of the Plan’s review procedures and the time limits applicable to such procedures; and
	7.1.3.5		A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

7.2

Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

7.2.1

Initiation - Written Request. To initiate the review, the claimant must file with the Company a written request for review within 60 days after receiving the Company’s notice of denial.

	7.2.2		Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.
	7.2.3		Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.
	7.2.4		Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
	7.2.5		Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

	7.2.5.1		The specific reasons for the denial;
	7.2.5.2		A reference to the specific provisions of the Plan on which the denial is based;
	7.2.5.3		A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and
	7.2.5.4		A statement of the claimant’s right to bring action under ERISA Section 502(a).

ARTICLE 8 - Amendments and Termination

8.1

Amendment or Termination of Plan. Except as otherwise provided in sections 2.3, 2.4, 2.5 and 8.2, the Company may amend or terminate this Plan and/or a Participant’s rights under this Plan at any time prior to a Participant’s death by written notice to the Participant.

8.2

Amendment or Termination of Plan Upon Change of Control. Notwithstanding the provisions of section 8.1, in the event of a Change of Control, the Company or its successor shall maintain in full force and effect each Policy that is in existence on the date the Change of Control occurs and shall not terminate or otherwise abrogate a Participant’s interest in the Policy unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Participant shall execute a new Split Dollar Policy Endorsement. The Policy or any comparable policy shall be subject to the claims of the Company’s creditors. This section 8.2 shall apply to all Participants in the Plan on the date the Change of Control occurs including but not limited to the following:

8.2.1

A Participant whose employment is terminated as a result of or after a Change of Control.

	8.3		Waiver of Participation. A Participant may in the Participant’s sole and absolute discretion waive his or her right under the Plan at any time. Any waiver permitted under this section 8.3 shall be in writing and delivered to the Board of Directors of the Company.
	8.4		Policy Retention. In the event that the Company decides to maintain the Policy after the Participant or Participant’s transferee no longer has an interest in the Policy, the Company shall be the direct beneficiary of the entire death proceeds of the Policy.

ARTICLE 9 - Miscellaneous

	9.1		Binding Effect. This Plan in conjunction with their corresponding Split Dollar Policy Endorsement shall bind each Participant and the Company, their beneficiaries, survivors, executors, administrators and transferees and any Policy beneficiary.
	9.2		No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give a Participant the right to remain an employee of the Company nor does it interfere with the Company’s right to discharge a Participant. It does not require a Participant to remain an employee not interfere with a Participant’s right to terminate employment at any time.
	9.3		Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Tennessee except to the extent preempted by the laws of the United States of America.
	9.4		Reorganization. The Company shall not merge or consolidate into or with another company or reorganize or. sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, form or person agrees to assume and discharge the obligations of the Company under this Plan. Upon the occurrence of such event, the term “Company” as used in this Plan shall be deemed to refer to the successor or survivor company.

	9.5		Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same and may be given either by delivering the same to such other party personally or by mailing the same by United States certified mail, postage prepaid, to such party addressed to his/her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.
	9.6		Entire Agreement. This Plan along with a Participant’s Election to Participate and Split Dollar Policy Endorsement(s) constitutes the entire agreement between the Company and the Participant as to the subject matter hereof. No rights are granted to the Participant under this Plan other than those specifically set forth herein.
	9.7		Administration. The Company shall have powers which are necessary to administer this Plan including but not limited to the following:

	9.7.1		Interpreting the provisions of this Plan;
	9.7.2		Establishing and revising the method of accounting for this Plan;
	9.7.3		Maintaining a record of benefit payments; and
	9.7.4		Establishing rules and prescribing any forms necessary or desirable to administer this Plan.

	9.8		Designated Fiduciary. The Company shall be the named fiduciary and plan administrator under this Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.
	9.9		This amended Group Term Carve Out Plan supersedes and replaces any and all previous Group Term Carve Out Plans entered into by and between Company and Participant.

In Witness Whereof, this Plan is executed as of the date indicated above.

Participant:				Company:
				Athens Federal Community Bank
/s/ Jeffrey L. Cunningham
Jeffrey L. Cunningham
		By:		/s/ Michael R. Hutsell
/s/ Joele A. Cardwell				Title: Vice President and Chief Operating Officer
Witness