Advantage Bank Salary Continuation Agreement with Executive
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Salary Continuation Agreements
Summary
This agreement between Advantage Bank and a named executive provides for salary continuation benefits to encourage the executive to remain employed with the bank. If the executive retires at age 65, becomes disabled, leaves after a change of control, or terminates employment early, the bank will pay specified annual benefits in monthly installments for 15 years, with the amount and vesting schedule detailed in the agreement. Payments are subject to conditions such as cause for termination and vesting based on years of service.
EX-10.IV 5 l05797aexv10wiv.txt EXHIBIT 10(IV) EXHIBIT 10(iv) ADVANTAGE BANK SALARY CONTINUATION AGREEMENT THIS AGREEMENT is entered into this ________ day of _______________, 2002, by and between ADVANTAGE BANK, an Ohio savings bank located in Cambridge, Ohio (the "Company"), and NAME OF EXECUTIVE (the "Executive"). INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT The Company and the Executive agree as follows: ARTICLE 1 DEFINITIONS Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1 "Camco" means Camco Financial Corporation, which is the holding company for the Company. 1.2 "Change of Control" means any one of the following events: (i) the acquisition of ownership or power to vote more than 25% of the voting stock of Camco; (ii) the acquisition of the ability to control the election of a majority of the directors of Camco; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Camco cease for any reason to constitute at least a majority thereof; provided, however, that any individual whose election or nomination for election as a member of the Board of Directors of Camco was approved by a vote of at least two-thirds of the directors then in office shall be considered to have continued to be a member of the Board of Directors of Camco; or (iv) the acquisition by any person or entity of "conclusive control" of Camco within the meaning of 12 C.F.R. Section 574.4(a), or the acquisition by any person or entity of "rebuttable control" within the meaning of 12 C.F.R. Section 574.4(b) that has not been rebutted in accordance with 12 C.F.R. Section 574.4(c). For purposes of this paragraph, the term "person" refers to an individual or corporation, partnership, trust, association, or other organization, but does not include the Executive and any person or persons with whom the Executive is "acting in concert" within the meaning of 12 C.F.R. Part 574. 1.3 "Code" means the Internal Revenue Code of 1986, as amended. 1.4 "Disability" means the Executive suffering a sickness, accident or injury which has been determined by the carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit proof to the Company of the carrier's or Social Security Administration's determination upon the request of the Company. 1.5 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control. 1.6 "Early Termination Date" means the month, day and year in which Early Termination occurs. 1.7 "Effective Date" means January 1, 2002. 1.8 "Normal Retirement Age" means the Executive's 65th birthday. 1.9 "Normal Retirement Date" means the later of the Normal Retirement Age or Termination of Employment. 1.10 "Plan Year" means each calendar year from and after the Effective Date. 1.11 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company. 1.12 "Years of Employment" means the total number of 12-month periods during which the Executive is employed on a full-time basis by the Company, inclusive of any leave of absence approved by the Company, beginning October 21, 1998. ARTICLE 2 LIFETIME BENEFITS 2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death or Termination for Cause (as defined in Section 5.1 of this Agreement) the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement. 2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is $__________. 2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive's Normal Retirement Date for a period of 15 years. -2- 2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement. 2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early Termination Annual Benefit set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date, determined by vesting the Executive in 10 percent of the Accrual Balance set forth in Schedule A for the first Plan Year (based on 10 percent credit for each two Years of Employment prior to the Effective Date of this Agreement) and an additional 10 percent of said amount for each succeeding Plan Year thereafter until the Executive becomes 100 percent vested in the Accrual Balance. Any increase in the annual benefit under Section 2.1.1 shall require the recalculation of this benefit on Schedule A. This benefit is determined by calculating a 15-year fixed annuity from the Accrual Balance, crediting interest on the unpaid balance at an annual rate of 8.0 percent, compounded monthly. 2.2.2 Payment of Benefit. The Company shall pay the annual benefit determined in accordance with Section 2.2.1 to the Executive in 12 equal monthly installments commencing with the month following Termination of Employment. 2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement. 2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs (except during the first Plan Year, the benefit is the amount set forth for Plan Year 1), determined by vesting the Executive in 100 percent of the Accrual Balance. Any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. This benefit is determined by calculating a 15-year fixed annuity from the Accrual Balance, crediting interest on the unpaid balance at an annual rate of 8.0 percent, compounded monthly. 2.3.2 Payment of Benefit. The Company shall pay the annual benefit determined in accordance with Section 2.3.1 to the Executive in 12 equal monthly installments commencing with the month following Termination of Employment for a period of 15 years. 2.4 Change of Control Benefit. Upon a Change of Control followed within 12 months by the Executive's Termination of Employment, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement. 2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Change of Control Annual Benefit set forth in Schedule A for the Plan Year ending immediately prior to the date in which Termination of Employment occurs (except during the first Plan Year, the benefit is the amount set forth for Plan Year 1), determined by vesting the Executive in -3- 100 percent of the Accrual Balance. Any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Change of Control benefit on Schedule A. This benefit is determined by calculating a 15-year fixed annuity from the Accrual Balance, crediting interest on the unpaid balance at an annual rate of 8.0 percent, compounded monthly. 2.4.2 Payment of Benefit. The Company shall pay the annual benefit determined in accordance with Section 2.4.1 above to the Executive in 12 equal monthly installments commencing with the month following Termination of Employment for a period of 15 years. 2.4.3 Election for Lump Sum Payment. Notwithstanding the provisions for the payment of benefits in monthly installments set forth in this Agreement, upon the occurrence of a Change in Control, the Executive may elect to receive the value of the benefit he is entitled to pursuant to Section 2.4.2 or the value of any remaining benefits he is entitled to receive pursuant to Section 2.1, Section 2.2, Section 2.3 or Article 3 of this Agreement in a lump sum calculated under the following procedures: (a) First, the Company will calculate the present value of the annual benefit the Executive is entitled to receive by applying an interest factor equal to 120 percent of the applicable federal rate (or other interest factor prescribed by the Internal Revenue Service in regulations issued under Section 280G of the Code) as of the date of calculation over the period of the acceleration; and (b) Second, reduce the amount produced by the computation prescribed in paragraph (a) above by five percent. ARTICLE 3 DEATH BENEFITS 3.1 Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2. 3.1.1 Amount of Benefit. The annual benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1. 3.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive's beneficiary in 12 equal monthly installments commencing with the month following the Executive's death for a period of 15 years. 3.2 Death During Payment of a Lifetime Benefit. If the Executive dies after any lifetime benefit payments have commenced under Article 2 of this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at -4- the same time and in the same amounts they would have been paid to the Executive had the Executive survived. 3.3 Death After Termination of Employment But Before Payment of a Lifetime Benefit Commences. If the Executive is entitled to a lifetime benefit under Article 2 of this Agreement but dies prior to the commencement of the benefit payments, the Company shall pay the same benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death. The benefit payments shall commence on the first day of the month following the date of the Executive's death. ARTICLE 4 BENEFICIARIES 4.1 Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. Designations will only be effective if signed by the Executive and received by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's estate. 4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit. ARTICLE 5 GENERAL LIMITATIONS 5.1 Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive's employment for personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform assigned duties and responsibilities, willful violation of any law, rule, regulation or final cease and desist order (other than traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of any written employment agreement between the Executive and the Company. 5.2 Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within three years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has -5- made any material misstatement of fact on an employment application or resume provided to the Company or on any application for any benefits provided by the Company to the Executive. 5.3 Competition After Termination of Employment. The Company shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Company, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, or trustee, any enterprise conducted within a 50 mile radius of the location of any facility from which the Company conducts its business, which enterprise is, or may deemed to be, competitive with any business carried on by the Company as of the date of termination of the Executive's employment or retirement. This section shall not apply following a Change of Control. 5.4 Compliance with Section 280G of the Code. The Notwithstanding any other provision of this Agreement or any other agreement between the Executive and the Company to the contrary, the Company shall not pay any benefit to the extent the benefit under this Agreement and all other agreements between the Executive and the Company or the Holding Company would create an excise tax under the excess parachute rules of Section 280G of the Code. ARTICLE 6 CLAIMS AND REVIEW PROCEDURE 6.1 Claims Procedure. Any person or entity who has not received benefits under this Agreement that he or she believes should be paid ("Claimant") shall make a claim for such benefits as follows: 6.1.1 Initiation - Written Claim. The Claimant shall initiate a claim by submitting to the Company a written claim for the benefits. 6.1.2 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. 6.1.3 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: (a) The specific reasons for the denial, -6- (b) A reference to the specific provisions of the Plan on which the denial is based, (c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed, (d) An explanation of the Plan's review procedures and the time limits applicable to such procedures, and (e) A statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. 6.2 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: 6.2.1 Initiation - Written Request. To initiate the review, the Claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review. 6.2.2 Additional Submissions - Information Access. The Claimant may 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. 6.2.3 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. 6.2.4 Timing of Company Response. The Company shall respond in writing to the 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. 6.2.5 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: (a) The specific reasons for the denial, (b) A reference to the specific provisions of the Plan on which the denial is based, -7- (c) 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 (d) A statement of the Claimant's right to bring a civil action under ERISA Section 502(a). ARTICLE 7 AMENDMENTS AND TERMINATION This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Notwithstanding the foregoing, the Company may amend or terminate this Agreement at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits). ARTICLE 8 ARBITRATION PROCEDURES Any controversy or claim arising out of or relating to this Plan that is not resolved under Article VII shall be settled by arbitration in Cambridge, Ohio in accordance with the then prevailing rules and regulations of the American Arbitration Association by a single arbitrator. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction. The parties waive any claim to any damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages, and the arbitrator is specifically divested of any power to award damages in the nature of punitive, exemplary or statutory damages in excess of compensatory damages, or any form of damages in excess of compensatory damages. Each party shall bear its own costs in connection with the arbitration and shall share equally the fees and expenses of the arbitrator. Each party agrees that any legal proceeding instituted to enforce an arbitration award hereunder will be brought in a court of competent jurisdiction (either state or federal) in Ohio and hereby submits to personal jurisdiction of such courts and irrevocably waives any objection as to venue in such courts, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. ARTICLE 9 MISCELLANEOUS 9.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees. -8- 9.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. 9.3 Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner. 9.4 Reorganization. In the event the Company merges or consolidates into or with another company, reorganizes or sells substantially all of its assets to another company, firm, or person , the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company and such succeeding or continuing company, firm, or person shall discharge the obligations of the Company under this Agreement. 9.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. 9.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America. 9.7 Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life is a general asset of the Company to which the Executive and beneficiary have no preferred or secured claim. 9.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. 9.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: (a) Establishing and revising the method of accounting for the Agreement; (b) Maintaining a record of benefit payments; (c) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement; and (d) Interpreting the provisions of the Agreement. -9- 9.10 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals. IN WITNESS WHEREOF, the Executive and the Company have signed this Agreement. EXECUTIVE: COMPANY: Advantage Bank By - ---------------------------------- --------------------------------- Name of Executive Title ------------------------------- BENEFICIARY DESIGNATION ADVANTAGE BANK SALARY CONTINUATION AGREEMENT NAME OF EXECUTIVE I designate the following as beneficiary of any death benefits under this Agreement: Primary: ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- Contingent: --------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S) AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT. I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved. Signature --------------------------------- Date -------------------------------------- Received by the Company this ______ day of _________________, 200_. By ---------------------------------------- Title ------------------------------------ Attached for each named executive officer that has entered into a salary Continuation Agreement is a Schedule A disclosing the amounts payable under such agreement. -2- Clark/Bardes Consulting ADVANTAGE BANK PLAN YEAR REPORTING SALARY CONTINUATION PLAN - SCHEDULE A
February 2020 Retirement, 3/1/2020 First Payment Date (1) The first line reflects 12 months of data, January 2002 to December 2002. Clark/Bardes Consulting ADVANTAGE BANK PLAN YEAR REPORTING SALARY CONTINUATION PLAN - SCHEDULE A
Clark/Bardes Consulting ADVANTAGE BANK PLAN YEAR REPORTING SALARY CONTINUATION PLAN - SCHEDULE A
December 2027 Retirement, 1/1/2028 First Payment Date (1) The first line reflects 12 months of data, January 2002 to December 2002. Clark/Bardes Consulting ADVANTAGE BANK PLAN YEAR REPORTING SALARY CONTINUATION PLAN - SCHEDULE A
September 2019 Retirement, 10/1/2019 First Payment Date (1) The first line reflects 12 months of data, January 2002 to December 2002. Clark/Bardes Consulting ADVANTAGE BANK PLAN YEAR REPORTING SALARY CONTINUATION PLAN - SCHEDULE A
January 2019 Retirement, 2/28/2019 First Payment Date (1) The first line reflects 12 months of data, January 2002 to December 2002.