Taylor Capital Group, Inc. Deferred Compensation Plan

Contract Categories: Human Resources › Compensation Agreements
Summary

Taylor Capital Group, Inc. has established a Deferred Compensation Plan for select management and highly compensated employees. The plan allows eligible employees to defer a portion of their compensation, with the possibility of matching and discretionary contributions from the employer. The plan outlines how contributions are made, vested, and distributed, and specifies that it is an unfunded arrangement exempt from certain federal retirement plan requirements. The plan is effective as of April 1, 2001, and is administered by the company's Compensation and Human Resources Policy Committee.

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EX-10.16 21 c69715ex10-16.txt EX-10.16 DEFERRED COMPENSATION PLAN EXHIBIT 10.16 TAYLOR CAPITAL GROUP, INC. DEFERRED COMPENSATION PLAN TAYLOR CAPITAL GROUP, INC. DEFERRED COMPENSATION PLAN TABLE OF CONTENTS
Section Page ARTICLE 1 Definitions..................................................... 1 1.1 Account......................................................... 1 1.2 Administrator................................................... 1 1.3 Base Salary and Commission...................................... 1 1.4 Beneficiary..................................................... 1 1.5 Board........................................................... 1 1.6 Code............................................................ 2 1.7 Compensation.................................................... 2 1.8 Compensation Committee.......................................... 2 1.9 Deferrals....................................................... 2 1.10 Deferral Election............................................... 2 1.11 Disability...................................................... 2 1.12 Discretionary Contribution...................................... 2 1.13 Effective Date.................................................. 2 1.14 Eligible Employee............................................... 2 1.15 Employee........................................................ 2 1.16 Employer........................................................ 3 1.17 Employer Executive Committee.................................... 3 1.18 Enrollment Period............................................... 3 1.19 Executive Discretionary Contribution............................ 3 1.20 Incentive Pay................................................... 3 1.21 Investment Fund or Funds........................................ 3 1.22 Matching Contribution........................................... 4 1.23 Participant..................................................... 4 1.24 Plan............................................................ 4 1.25 Plan Year....................................................... 4 1.26 Retirement...................................................... 4 1.27 Trust........................................................... 4 1.28 Trustee......................................................... 4 1.29 Years of Service................................................ 4 ARTICLE 2 Participation................................................... 4 2.1 Designation as Eligible Employee................................ 4 2.2 Commencement of Participation................................... 5 2.3 Loss of Eligible Employee Status ............................... 5 ARTICLE 3 Contributions................................................... 6 3.1 Deferrals....................................................... 6 3.2 Matching Contribution........................................... 7 3.3 Discretionary Contribution...................................... 7 3.4 Executive Discretionary Contribution............................ 8 3.5 Time of Contributions........................................... 8 3.6 Form of Contributions........................................... 9 ARTICLE 4 Vesting......................................................... 9 4.1 Vesting of Deferrals............................................ 9 4.2 Vesting of Matching............................................. 9
Section Page 4.3 Vesting of Discretionary Contributions.......................... 9 4.4 Vesting of Executive Discretionary Contributions................ 9 4.5 Vesting in Event of Change of Control........................... 10 4.6 Change of Control Trust Notification............................ 11 4.7 Amounts Not Vested.............................................. 11 ARTICLE 5 Accounts........................................................ 12 5.1 Accounts........................................................ 12 5.2 Investments, Gains and Losses................................... 13 5.3 Forfeitures..................................................... 14 ARTICLE 6 Distributions................................................... 14 6.1 Distribution Election........................................... 14 6.2 Payment Options................................................. 14 6.3 Commencement of Payment upon Death, Disability or Termination... 16 6.4 Minimum Distribution............................................ 17 6.5 Financial Hardship Distribution................................. 17 6.6 Early Distribution and Penalty.................................. 17 ARTICLE 7 Beneficiaries................................................... 18 7.1 Beneficiaries................................................... 18 7.2 Lost Beneficiary................................................ 18 ARTICLE 8 Funding......................................................... 19 8.1 Prohibition Against Funding..................................... 19 8.2 Deposits in Trust............................................... 19 8.3 Indemnification of Trustee...................................... 20 8.4 Withholding of Employee Contributions........................... 20 ARTICLE 9 Claims Administration........................................... 20 9.1 General......................................................... 20 9.2 Claim Review.................................................... 21 9.3 Right of Appeal................................................. 21 9.4 Review of Appeal................................................ 21 9.5 Designation..................................................... 22 9.6 Arbitration..................................................... 22 ARTICLE 10 General Provisions.............................................. 22 10.1 Administrator................................................... 22 10.2 No Assignment................................................... 23 10.3 No Employment Rights............................................ 23 10.4 Incompetence.................................................... 23 10.5 Identity........................................................ 24 10.6 Other Benefits.................................................. 24 10.7 No Liability.................................................... 24 10.8 Expenses........................................................ 25 10.9 Insolvency...................................................... 25 10.10 Amendment and Termination....................................... 25 10.11 Employer Determinations......................................... 26 10.12 Construction.................................................... 26 10.13 Governing Law................................................... 26 10.14 Severability.................................................... 26
10.15 Headings........................................................ 26 10.16 Terms........................................................... 26
TAYLOR CAPITAL GROUP, INC. DEFERRED COMPENSATION PLAN Taylor Capital Group, Inc., a Delaware corporation (the "Employer"), in an effort to amend and restate the Employer's previous deferred compensation plan, hereby adopts Taylor Capital Group, Inc. Deferred Compensation Plan (the "Plan") for the benefit of a select group of management or highly compensated employees. This Plan is an unfunded arrangement and is intended to be exempt from the participation, vesting, funding, and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended. This Plan is effective April 1, 2001. ARTICLE 1 DEFINITIONS 1.1 ACCOUNT. The bookkeeping account established for each Participant as provided in Section 5.1 hereof. 1.2 ADMINISTRATOR. Cole Taylor Bank Compensation and Human Resources Policy Committee. 1.3 BASE SALARY AND COMMISSION. An Eligible Employee's base salary rate or rates, or commission in effect at any time during a Plan Year, including any pretax elective deferrals from said Salary to any Employer sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401(k) or cafeteria plan under Code Section 125. 1.4 BENEFICIARY. The person, persons, trust or other entity a Participant designates by written revocable designation filed with the Administrator to receive payments in event of his or her death. 1.5 BOARD. The Board of Directors of Taylor Capital Group, Inc. 1 1.6 CODE. The Internal Revenue Code of 1986, as amended. 1.7 COMPENSATION. The Participant's earned income, including Base Salary, Commission, long-term Incentive Pay (LTIP) and annual Incentive Pay. 1.8 COMPENSATION COMMITTEE. Taylor Capital Group, Inc. Compensation Committee, a subcommittee of the Board of Directors. 1.9 DEFERRALS. The portion of Compensation that a Participant elects to defer in accordance with Section 3.1 hereof. 1.10 DEFERRAL ELECTION. The separate written agreement, submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and make Deferrals thereto. The Deferral Election will specify the amount of Compensation that a Participant chooses to defer. 1.11 DISABILITY. Any medically determinable physical or mental disorder that renders a Participant incapable of continuing in the employment of the Employer in his or her regular duties of employment, as determined by the Administrator in its sole discretion. 1.12 DISCRETIONARY CONTRIBUTION. An Employer Contribution as described in Section 3.3 hereof. 1.13 EFFECTIVE DATE. April 1, 2001. 1.14 ELIGIBLE EMPLOYEE. Each Employee as defined in Section 2.1. 1.15 EMPLOYEE. Any person employed by the Employer. 2 1.16 EMPLOYER. Taylor Capital Group, Inc. and all plan participating subsidiaries. 1.17 EMPLOYER EXECUTIVE COMMITTEE. Those Employees that comprise the Employer's Executive Committee, which may be amended from time to time by the Employer. 1.18 ENROLLMENT PERIOD A. For individuals who are Eligible Employees prior to the commencement of a given Plan Year, Enrollment Period means the period set by the Administrator, which ends prior to the first day of a Plan Year. B. With respect to an Eligible Employee designated as such by the Company effective as of any day after the first day of a Plan Year, Enrollment Period means the period beginning with the date of his/her designation as an Eligible Employee, and ending prior to the first day such Eligible Employee's participation in the Plan commences. 1.19 EXECUTIVE DISCRETIONARY CONTRIBUTION. An Employer Contribution as described in Section 3.4 hereof 1.20 INCENTIVE PAY. Compensation which is designated as such by the Employer and which relates to services performed during an incentive period by an Eligible Employee in addition to his or her Salary, including any pretax elective deferrals from said Incentive Pay to any Employer sponsored plan that includes amounts deferred under a Deferral Election or a qualified cash or deferred arrangement under Code Section 401(k) or cafeteria plan under Code Section 125. 1.21 INVESTMENT FUND OR FUNDS. Each investment(s), which serves as a means to measure value, increases or decreases with respect to a Participant's Accounts. 3 1.22 MATCHING CONTRIBUTION. An Employer contribution as described in Section 3.2 hereof. 1.23 PARTICIPANT. An Eligible Employee who is a Participant as provided in Article 2. 1.24 PLAN. Taylor Capital Group, Inc. Deferred Compensation Plan. 1.25 PLAN YEAR. April 1, 2001 through December 31, 2001 for the first Plan Year; January 1 through December 31 for each subsequent Plan Year. 1.26 RETIREMENT. Retirement means the termination of the Participant's employment or contract with the Employer for any reason other than death or Disability (i) at age 65, or (ii) if the Participant has at least ten (10) Years of Service with the Employer at any time after attaining age 62. 1.27 TRUST. The agreement between the Employer and the Trustee under which the assets of the Plan are held, administered and managed, which shall conform to the terms of Rev. Proc. 92 - 64. 1.28 TRUSTEE. Allfirst Trust Company, or such other successor that shall become trustee pursuant to the terms of the Plan. 1.29 YEARS OF SERVICE. A Participant's "Years of Service" shall be measured by each Plan year in which a Participant achieves 1000 hours worked. ARTICLE 2 PARTICIPATION 2.1 DESIGNATION AS ELIGIBLE EMPLOYEE. The Administrator shall from time to time specify a select group of management or highly compensated employees as Eligible Employees. Such specification shall be in writing, with a copy delivered to the 4 Employer and the person designated as eligible, and shall set the date as of when the person becomes eligible. For the April 1, 2001 - December 31, 2001 Plan Year, and for subsequent Plan Years until the Administrator otherwise directs, an Eligible Employee shall mean each Employee: (a) who is designated as such by the Administrator; and, (b) has a Salary Grade Level of 34 and above. An individual's designation as an Eligible Employee may be revoked at any time upon written notice of the Administrator to such individual. 2.2 COMMENCEMENT OF PARTICIPATION. Each Eligible Employee shall become a Participant at the earlier of the first day of the Plan Year or the date on which his or her Deferral Election first becomes effective. 2.3 LOSS OF ELIGIBLE EMPLOYEE STATUS. (a) A Participant who is no longer an Eligible Employee shall not be permitted to submit a Deferral Election and all Deferrals for such Participant shall cease as of the end of the Plan Year in which such Participant is determined to no longer be an Eligible Employee. (b) Amounts credited to the Account of a Participant described in subsection (a) shall continue to be held, pursuant to the terms of the Plan and shall be distributed as provided in Article 6. 5 (c) A Participant who is no longer an Eligible Employee shall continue to receive quarterly statements, and shall retain the right to make changes in investment selection according to Section 5.2. ARTICLE 3 CONTRIBUTIONS 3.1 DEFERRALS. (a) On an annual basis, each Participant may authorize the Employer to reduce his/her future Compensation by a percentage not to exceed an amount allowed for the Plan Year as established by the Administrator, and to have a corresponding amount credited to his/her Accounts, in accordance with Article 5, by filing a Deferral Agreement with the Administrator during his/her initial Enrollment Period or any subsequent Enrollment Period preceding the Plan Year during which such Compensation will be earned. (b) Each Eligible Employee shall deliver an annual Deferral Election to the Employer before any Deferrals can become effective. Such Deferral Election shall be void with respect to any Deferral unless submitted before the beginning of the Plan Year during which the amount to be deferred will be earned; provided, however, that in the year in which the Plan is first adopted or an Employee is first eligible to participate, such Deferral Election shall be filed within thirty (30) days of the date on which the Plan is adopted or the date on which an Employee is first eligible to participate, respectively, with respect to Compensation earned during the remainder of the calendar year. (c) The Deferral Election shall, subject to the limitation set forth in Section 3.1(a) hereof, designate the amount of Compensation deferred by each Participant, the beneficiary or beneficiaries of the Participant and such other items as the Administrator may prescribe. Such Deferral Elections shall remain effective for the Plan Year. 6 (d) The minimum amount of Compensation that may be deferred each Plan Year is three percent (3%) of base salary or commission, 20% of LTIP and/or 20% of annual incentive pay. Deferral amounts must be made in whole percentages. (e) The maximum amount of Compensation that may be deferred each Plan Year is seventy-five percent (75%) of the Participant's Salary and/or commission pay and ninety-five percent (95%) of the Participant's annual Incentive Pay and/or LTIP. Deferral amounts must be made in whole percentages. 3.2 MATCHING CONTRIBUTION. At its sole and absolute discretion, the Administrator may elect to make a Matching Contribution to the Accounts of some or all of the Participants. The amount of the Matching Contribution, if any, shall be determined by the Administrator annually and communicated to all Eligible Employees. Nothing in this Plan or any other agreement or document shall represent or be construed to represent an obligation or promise of the Administrator to make Matching Contributions on behalf of a Participant at any time. Such Matching Contribution shall be allocated to the Participant's Accounts at such Participant's election made in accordance with Section 5.1. 3.3 DISCRETIONARY CONTRIBUTION. At its sole and absolute discretion, the Administrator may elect to make a Discretionary Contribution to the Account of some or all of the Participants. The Administrator expressly reserves the right to make Discretionary Contributions to such Plan Participants in such amount or such proportions as it deems warranted or appropriate; provided, however, the Administrator shall not discriminate against any Plan Participant in making Contributions under this provision on the basis of such Participant's race, nationality, religion, gender, marital status or disability. Discretionary Contributions shall be allocated to the Participant's Accounts pursuant to Participant's election made in accordance with Section 5.1. Nothing in 7 this Plan or any other agreement or document shall represent or be construed to represent an obligation or promise of the Administrator to make Discretionary Contributions on behalf of a Participant at any time. 3.4 EXECUTIVE DISCRETIONARY CONTRIBUTION. At its sole and absolute discretion, the Administrator may elect to make an Executive Discretionary Contribution to the Account of some or all of those Plan Participants that are members of the Employer's Executive Committee. The Administrator expressly reserves the right to make Executive Discretionary Contributions to such Plan Participants in such amount or such proportions as it deems warranted or appropriate; provided, however, the Administrator shall not discriminate against any Plan Participant in making Contributions under this provision on the basis of such Participant's race, nationality, religion, gender, marital status or disability. Executive Discretionary Contributions shall be allocated to the applicable Participant's Accounts at such Participant's election made in accordance with Section 5.1. Nothing in this Plan or any other agreement or document shall represent or be construed to represent an obligation or promise of the Administrator to make Executive Discretionary Contributions on behalf of a Participant at any time. 3.5 TIME OF CONTRIBUTIONS. (a) Deferrals shall be transferred to the Trust as soon as administratively feasible following the end of each payroll period. The Employer shall also transmit at that time any necessary instructions regarding the allocation of such amounts among the Accounts of Participants. (b) Matching, Discretionary and Executive Discretionary Contributions shall be transferred to the Trust annually following the end of the plan year or at anytime other time the Employer deems appropriate. The Employer shall also transmit at that time any necessary instructions regarding the allocation of such 8 amounts among the Accounts of Participants. 3.6 FORM OF CONTRIBUTIONS. All Deferrals, Matching Contributions, Discretionary Contributions and Executive Discretionary Contributions to the Trust shall be made in the form of cash or cash equivalents of US currency. ARTICLE 4 VESTING 4.1 VESTING OF DEFERRALS. A Participant shall have a vested right to the portion of his or her Account attributable to Deferrals and any earnings on the investment of such Deferrals. 4.2 VESTING OF MATCHING CONTRIBUTIONS. Upon completion of one (1) Year of Service, a Participant shall have a 20% vested right to the portion of his or her account attributable to Matching Contribution(s) and any earning thereon; upon completion of two (2) Years of Service, a 40% vested right; three (3) Years of Service, a 60% vested right; four (4) Years of Service an 80% vested right; five (5) Years of Service, a 100% vested right. Participant shall have a 100% vested right to the portion of his or her account attributable to Matching Contribution(s) and any earnings thereon, upon Participant's death, disability or retirement at age sixty-five (65). 4.3 VESTING OF DISCRETIONARY CONTRIBUTIONS. Discretionary Contributions shall vest as determined by the Administrator. 4.4 VESTING OF EXECUTIVE DISCRETIONARY CONTRIBUTIONS. Upon completion of six (6) Years of Service, an Executive Committee Participant shall have a 20% vested right to the portion of his or her account attributed to Executive Discretionary Contribution(s) and any earning thereon; upon completion of seven (7) Years of Service, a 40% vested right; eight (8) Years of Service, a 60 % vested right; nine (9) Years of Service, an 80% vested right; ten (10) Years of Service, a 100% vested right. Participant shall 9 have a 100% vested right to the portion of his or her account attributable to Executive Discretionary Contribution(s) and any earnings thereon, upon Participant's death, disability or retirement at age sixty-five (65). For purposes of determining the vesting percentage of any Executive Discretionary Contributions made to a Participant, a Participant's Years of Service prior to the effective date of this Plan shall be utilized in that calculation. 4.5 VESTING IN EVENT OF CHANGE OF CONTROL. Notwithstanding any provision contained herein to the contrary, in the event that, prior to the time that the entire amount of the Matching, Discretionary and Executive Discretionary Contributions becomes vested a Change of Control occurs, then that portion of the Matching, Discretionary and Executive Discretionary Contributions which has not yet become vested shall immediately become vested to such Participant or such Participant's Beneficiary or estate, as the case may be, as of the date of such Change of Control. For purposes of this Agreement Change Of Control shall mean, and be deemed to have occurred, on the date of the first to occur any of the following: (i) upon the vote of the shareholders of Taylor Capital Group, Inc. approving a merger or consolidation in which the Company's shareholders immediately prior to the effective time of the merger or consolidation will beneficially own immediately after the effective time of the merger or consolidation securities of the surviving or new corporation having less than 50% of the "voting power" of the surviving or new corporation, including "voting power" exercisable on a contingent or deferred basis as well as immediately exercisable "voting power"; provided, however, that no such merger or consolidation shall constitute a "change of control" in the event that following such transaction the Taylor Family (as defined below) owns, directly or indirectly, 30% or more of the combined "voting power" of the surviving or new corporation's outstanding securities, excluding "voting power" exercisable on a contingent or deferred basis; or 10 (ii) upon the consummation of a sale, lease, exchange or other transfer or disposition by Taylor Capital Group, Inc. of all or substantially all of the assets of the Company on a consolidated basis, provided, however, that the mortgage, pledge or hypothecation of all or substantially all of the assets of the Company on a consolidated basis, in connection with a bona fide financing shall not constitute a Change of Control; or (iii) when any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act as in effect on date hereof, but excluding (a) any Company sponsored employee benefit plan and (b) any member of the Taylor Family), directly or indirectly, of shares of Company stock such that the Taylor Family holds less than 30% of the combined "voting power" of the Company's then outstanding securities, excluding "voting power" exercisable on a contingent or deferred basis. For purposes of this Agreement, the Taylor Family means (i) Sidney Taylor and Iris Taylor, (ii) a descendant of Sidney Taylor and Iris Taylor, (iii) any estate, trust, guardianship or custodianship for the primary benefit of an individual described in (i) or (ii) above, or (iv) a proprietorship, partnership, limited liability company, or corporation controlled by and substantially all the interest in which are owned, directly or indirectly, by one or more individuals or entities described in (i), (ii), or (iii) above. 4.6 CHANGE OF CONTROL TRUST NOTIFICATION. In the event of a Change of Control, as defined herein, the Administrator shall notify the Trustee of the Change of Control as soon as administratively possible. 4.7 AMOUNTS NOT VESTED. Any amounts credited to a Participant's Account that are not vested at the time of his or her termination of employment with the Employer shall be forfeited. 11 ARTICLE 5 ACCOUNTS 5.1 ACCOUNTS. The Administrator shall establish and maintain a bookkeeping account in the name of each Participant. The Administrator shall also establish subaccounts, as provided in subsection (a), (b), and/or (c), below, as elected by the Participant pursuant to Article 3. (a) A Retirement Account shall be established for each Participant. His or her Retirement Account shall be credited with Deferrals (as specified in the Participant's Deferral Election), any Matching, Discretionary and/or Executive Discretionary Contributions allocable thereto and the Participant's allocable share of any earnings or losses on the foregoing. Each Participant's Account shall be reduced by any distributions made plus any federal, state and/or local tax withholding and any social security withholding tax as may be required by law. (b) A Participant may elect to establish one or more College Education Accounts in the name of a "Student" at the time of his or her Deferral. For purposes of this Article, Student shall mean an individual who has not yet attained the age of fourteen (14) at the time the account is initially established. Each Participant's College Education Account shall be credited with Deferrals (as specified in the Participant's Deferral Election), any Matching, Discretionary and/or Executive Discretionary Contributions allocable thereto and the Participant's allocable share of any earnings or losses on the foregoing. Each Participant's Account shall be reduced by any distributions made plus any federal, state and/or local tax withholding and any social security withholding tax as may be required by law. (c) A Participant may elect to establish one or more Personal Goals Accounts by designating a year of payout at the time the account is initially established. The 12 minimum initial deferral period for Personal Goals subaccounts shall be five (5) years. Each Participant's Personal Goals Account shall be credited with Deferrals (as specified in the Participant's Deferral Election), any Matching, Discretionary and/or Executive Discretionary Contributions allocable thereto and the Participant's allocable share of any earnings or losses on the foregoing. Each Participant's Account shall be reduced by any distributions made plus any federal, state and/or local tax withholding and any social security withholding tax as may be required by law. (d) The Participant shall not exceed a total of ten (10) open College Education and Personal Goals subaccounts at any time. 5.2 INVESTMENTS, GAINS AND LOSSES. (a) Trust assets shall be invested by the Trustee in accordance with written directions from the Administrator. Such directions shall provide Trustee with the investment discretion to invest the above-referenced amounts within broad guidelines established by Trustee and Administrator as set forth therein. (b) The Administrator shall adjust the amounts credited to each Participant's Account to reflect Deferrals, Matching Contributions, Discretionary Contributions, Executive Discretionary Contribution, investment experience, distributions and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively feasible. (c) A Participant may direct that his or her Retirement Account, College Education Account and or Personal Goals Account established pursuant to Section 5.1 may be valued as if they were invested in one or more Investment Funds in multiples of one percent (1%) of the balance in an Account. A Participant may change his or her selection of Investment Funds, in the 13 aggregate, no more than twelve (12) times each Plan Year. Any changes in excess of 12 per year will result in a $100 fee charged to the Participant's Account(s). The aforementioned selection change fee shall be debited from the affected Account(s) of the requesting Participant. In the event Participant's Account(s) is insufficient to cover the $100 fee debit, Participant and Administrator shall make a good faith determination as to the payment logistics of the Investment Fund selection change fee. An election shall be effective as soon as administratively feasible following the date of the change as indicated in writing by the Participant. 5.3 FORFEITURES. Any forfeitures from a Participant's Account shall continue to be held in the Trust, and shall be used to reduce the Employer's future Matching, Discretionary and or Executive Discretionary Contributions under the Plan. If no such further contributions will be made, then such forfeitures shall be returned to the Employer. ARTICLE 6 DISTRIBUTIONS 6.1 DISTRIBUTION ELECTION. Each Participant shall designate on his or her Deferral Election the timing of his or her distribution by indicating the type of account as described under Section 5.1. A Participant may not modify, alter, amend or revoke such designation for a Plan Year after such Plan Year begins. Further, amounts in one Account cannot be transferred to another Account. Each Participant shall also designate the manner in which Retirement Account payments shall be made from the choices available under Section 6.2 (a) hereof. 6.2 PAYMENT OPTIONS. 14 (a) Retirement Account payments shall commence as soon as administratively feasible immediately after the Participant's Retirement. The Participant may elect any one of the following forms of payment so long as the election is made in writing, delivered to the Administrator at least one year prior to the year in which the Participant's benefit becomes payable. (i) The normal form of payment of benefits hereunder, and the form of payments to be used if no other election is made, shall be a single lump-sum distribution of the value of the Participant's Retirement Account. (ii) A Participant entitled to a benefit hereunder may elect to receive his/her Retirement Account in substantially equal annual installments over a period not to exceed ten (10) years. The amount of the substantially equal payments described above shall be determined by multiplying the Participant's Retirement Account by a fraction, the denominator of which in the first year of payment equals the number years over which benefits are to be paid, and the numerator of which is one (1). The amounts of the payments for each succeeding year shall be determined by multiplying the Participant's Retirement Account as of the applicable anniversary of the Participant's Retirement Date by a fraction, the denominator of which equals the number of remaining years over which benefits are to be paid, and the numerator of which is one (1). (b) College Education Account payouts shall be paid in four annual installments on July 1st (or as soon as administratively feasible) of the calendar year in 15 which the Student reaches age eighteen (18) and the three (3) anniversaries thereof in the following amounts: Year 1 25% of the account balance Year 2 33% of the account balance Year 3 50% of the account balance Year 4 100% of the account balance (c) Personal Goals Account payouts shall be paid in one lump sum payment on January 1st (or as soon as administratively feasible) of the calendar year selected by the Participant on his or her Deferral Election. (d) If a Participant's employment is terminated for any reason other than Retirement and such Participant has a balance in his/her Personal Goals and/or College Education Account, such balance shall be transferred to his/her Retirement Account and distributed as soon as administratively feasible in one lump sum payment. 6.3 COMMENCEMENT OF PAYMENT UPON DEATH, DISABILITY OR TERMINATION. (a) Upon the death of a Participant, all amounts credited to his or her Account(s), not already distributed to Participant prior to Participant's death, shall be paid, as soon as administratively feasible, to his or her Beneficiary or Beneficiaries, as determined under Article 7 hereof, in a lump sum. (b) Upon the Disability of a Participant, all amounts credited to his or her Account(s) shall be paid to the Participant in a lump-sum payment, as soon as administratively feasible. 16 (c) Upon the termination of employment of a Participant, all vested amounts credited to his or her Account(s) shall be paid to the Participant in a lump-sum payment, as soon as administratively feasible. 6.4 MINIMUM DISTRIBUTION. (a) Notwithstanding any provision to the contrary, if the vested balance of a Participant's Account at the time of a termination due to Retirement is less than $10,000 then the Participant shall be paid his or her benefits as a single lump sum as soon as administratively feasible following said termination. (b) Notwithstanding any provision to the contrary, if the balance of a Participant's College Education Account at the time benefit payments are to commence is less than $4,000 then the Participant shall be paid such College Education Account benefits as a single lump sum as soon as administratively feasible following said commencement date. 6.5 FINANCIAL HARDSHIP DISTRIBUTION. The Administrator may permit an early distribution of part or all of any deferred amounts; provided, however, that such distribution shall be made only if the Administrator, in its sole discretion, determines that the Participant has experienced an unforeseen emergency that is caused by an event beyond the control of the Participant and that would result in severe financial hardship to the Participant if early distribution were not permitted. Any distribution pursuant to this subsection is limited to the amount necessary to meet the hardship. 6.6 EARLY DISTRIBUTION AND PENALTY. A Participant may elect to receive a distribution of up to ninety percent (90%) of the vested amounts in his or her Account on a date prior to that established under the Plan. If such an early distribution is requested, the Plan Administrator shall deduct from the Participant's account an additional ten percent (10%) of the vested amount withdrawn. This additional amount withdrawn by the Plan 17 Administrator shall be considered an early distribution penalty, and shall be treated as forfeited by the participant. Participants who receive early distributions shall lose their status as Eligible Employees and will be barred from further participation in the Plan until a minimum of twelve (12) months have passed. ARTICLE 7 BENEFICIARIES 7.1 BENEFICIARIES. Each Participant may from time to time designate one or more persons (who may be any one or more members of such person's family or other persons, administrators, trusts, foundations or other entities) as his or her Beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator. Each Participant may at any time and from time to time, change any previous Beneficiary designation, without notice to or consent of any previously designated Beneficiary, by amending his or her previous designation on a form prescribed by the Administrator. If no person shall be designated by the Participant as a Beneficiary, or if the designated Beneficiary shall not survive the Participant, payment of his/her interest shall be made to the Participant's estate. If more than one person is the beneficiary of a deceased Participant, each such person shall receive a pro rata share of any death benefit payable unless otherwise designated on the applicable form. 7.2 LOST BENEFICIARY. (a) All Participants and Beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid. (b) If a Participant or Beneficiary cannot be located by the Administrator exercising due diligence, then, in its sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of the Plan and all unpaid amounts (net of due diligence expenses) owed to the Participant or beneficiary shall be paid accordingly or, if a Beneficiary cannot be so 18 located, then such amounts may be forfeited. Any such presumption of death shall be final, conclusive and binding on all parties. Notwithstanding the foregoing, if any such Beneficiary is located within five years from the date of any such forfeiture, such Beneficiary shall be entitled to receive the amount previously forfeited. ARTICLE 8 FUNDING 8.1 PROHIBITION AGAINST FUNDING. Should any investment be acquired in connection with the liabilities assumed under this Plan, it is expressly understood and agreed that the Participants and Beneficiaries shall not have any right with respect to, or claim against, such assets nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Employer and the Participants, their Beneficiaries or any other person. Any such assets shall be and remain a part of the general, unpledged, unrestricted assets of the Employer, subject to the claims of its general creditors. It is the express intention of the parties hereto that this arrangement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. Each Participant and beneficiary shall be required to look to the provisions of this Plan and to the Administrator itself for enforcement of any and all benefits due under this Plan, and to the extent any such person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer. The Employer or the Trust shall be designated the owner and beneficiary of any investment acquired in connection with its obligation under this Plan. 8.2 DEPOSITS IN TRUST. Notwithstanding paragraph 8.1, or any other provision of this Plan to the contrary, the Employer and/or the Administrator, may deposit into the Trust any amounts it deems appropriate to pay the benefits under this Plan. The amounts so deposited may include all contributions made pursuant to a Deferral Election by a Participant along with any Matching, Discretionary and Executive Discretionary Contributions. 19 8.3 INDEMNIFICATION OF TRUSTEE. (a) The Trustee shall not be liable for the making, retention, or sale of any investment or reinvestment made by it, as herein provided, nor for any loss to, or diminution of, the Trust assets, unless due to its own negligence, willful misconduct or lack of good faith. (b) Such Trustee shall be indemnified and saved harmless by the Employer from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as Trustee in good faith in the administration of the Plan and Trust, including all expenses reasonably incurred in its defense in the event the Employer fails to provide such defense upon the request of the Trustee. The Trustee is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, short of breach of duty to the Beneficiary(es). 8.4 WITHHOLDING OF EMPLOYEE CONTRIBUTIONS. The Administrator is authorized to make any and all necessary arrangements with the Employer in order to withhold the Participant's Deferrals under Section 3.1 hereof from his or her Compensation. The Administrator shall determine the amount and timing of such withholding. ARTICLE 9 CLAIMS ADMINISTRATION 9.1 GENERAL. If a Participant, Beneficiary or his/her representative is denied all or a portion of an expected Plan benefit for any reason and the Participant, Beneficiary or his/her representative desires to dispute the decision of the Administrator, he/she must file a written notification of his/her claim with the Administrator. 20 9.2 CLAIM REVIEW. Upon receipt of any written claim for benefits, the Administrator shall be notified and shall give due consideration to the claim presented. If the claim is denied to any extent by the Administrator, the Administrator shall furnish the claimant with a written notice setting forth (in a manner calculated to be understood by the claimant): (a) the specific reason or reasons for denial of the claim; (b) a specific reference to the Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the provisions of this Article. 9.3 RIGHT OF APPEAL. A claimant who has a claim denied under Section 9.2 may appeal to the Administrator for reconsideration of that claim. A request for reconsideration under this section must be filed by written notice within sixty (60) days after receipt by the claimant of the notice of denial under Section 9.2. 9.4 REVIEW OF APPEAL. Upon receipt of an appeal the Administrator shall promptly take action to give due consideration to the appeal. Such consideration may include a hearing of the parties involved, if the Administrator feels such a hearing is necessary. In preparing for this appeal the claimant shall be given the right to review pertinent documents and the right to submit in writing a statement of issues and comments. After consideration of the merits of the appeal the Administrator shall issue a written decision which shall be binding on all parties subject to Section 9.6 below. The decision shall be written in a manner calculated to be understood by the claimant and shall specifically state its reasons and pertinent Plan provisions on which it relies. 21 The Administrator's decision shall be issued within sixty (60) days after the appeal is filed, except that if a hearing is held the decision may be issued within one hundred twenty (120) days after the appeal is filed. 9.5 DESIGNATION. The Administrator may designate any other person of its choosing to make any determination otherwise required under this Article. 9.6 ARBITRATION. A claimant whose appeal has been denied under Section 9.4 shall have the right to submit said claim to final and binding arbitration in the State of Illinois pursuant to the rules of the American Arbitration Association. Any such requests for arbitration must be filed by written demand to the American Arbitration Association within sixty (60) days after receipt of the decision regarding the appeal. The costs and expenses of arbitration, including the fees of the arbitrators, shall be borne by the losing party. The prevailing party shall recover as expenses all reasonable attorney's fees incurred by it in connection with the arbitration proceeding or any appeals therefrom. ARTICLE 10 GENERAL PROVISIONS 10.1 ADMINISTRATOR. (a) The Administrator is expressly empowered to limit the amount of compensation that may be deferred; to deposit amounts into trust in accordance with Section 8.2 hereof; to interpret the Plan, and to determine all questions arising in the administration, interpretation and application of the Plan; to employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; to request any information from the Employer it deems necessary to determine whether the Employer would be considered insolvent or subject to a proceeding in bankruptcy; and to take all other necessary and proper actions to fulfill its duties as Administrator. 22 (b) The Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack of good faith. (c) The Administrator shall be indemnified and saved harmless by the Employer from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as Administrator in good faith in the administration of the Plan and Trust, including all expenses reasonably incurred in its defense in the event the Employer fails to provide such defense upon the request of the Administrator. The Administrator is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law, short of breach of duty to the Beneficiary(ies). 10.2 NO ASSIGNMENT. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge encumbrance or charge, and any such action shall be void for all purposes of the Plan. No benefit shall in any manner be subject to the debts, contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachments or other legal process for or against any person, except to such extent as may be required by law. 10.3 NO EMPLOYMENT RIGHTS. Participation in this Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Employer, or give a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted. 10.4 INCOMPETENCE. If the Administrator determines that any person to whom a benefit is payable under this Plan is incompetent by reason of physical or mental disability, the Administrator shall have the power to cause the payments becoming due to such 23 person to be made to another individual for the Participant's benefit without responsibility of the Administrator or the Employer to see to the application of such payments. Any payment made pursuant to such power shall, as to such payment, operate as a complete discharge of the Employer, the Administrator and the Trustee. 10.5 IDENTITY. If, at any time, any doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into court in accordance with the appropriate rules of law. Any expenses incurred by the Employer, Administrator, and Trust incident to such proceeding or litigation shall be charged against the Account of the affected Participant. 10.6 OTHER BENEFITS. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever. 10.7 NO LIABILITY. No liability shall attach to or be incurred by any manager of the Employer, Trustee or any Administrator under or by reason of the terms, conditions and provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by each Participant and by any and all persons claiming under or through any Participant or any other person. Such waiver and release shall be conclusively evidenced by any act or participation in or the acceptance of benefits or the making of any election under this Plan. 24 10.8 EXPENSES. All expenses incurred in the administration of the Plan, whether incurred by the Employer, Administrator, or the Plan, shall be paid by the Employer. 10.9 INSOLVENCY. Should the Employer be considered insolvent (as defined by the Trust), the Employer, through its Board and chief executive officer, shall give immediate written notice of such to the Administrator of the Plan and the Trustee. Upon receipt of such notice, the Administrator or Trustee shall cease to make any payments to Participants who were Employees of the Employer or their beneficiaries and shall hold any and all assets attributable to the Employer for the benefit of the general creditors of the Employer. 10.10 AMENDMENT AND TERMINATION. (a) Except as otherwise provided in this section, the Employer shall have the sole authority to modify, amend or terminate this Plan; provided, however, that any modification or termination of this Plan shall not reduce, without the consent of a Participant, a Participant's right to any amounts already credited to his or her Account, or lengthen the time period for a payout from an established Account, on the day before the effective date of such modification or termination. Following such termination, payment of such credited amounts may be made in a single sum payment if the Employer so designates. Any such decision to pay in a single sum shall apply to all Participants. (b) A Participant shall have a vested right to his or her Account in the event of the termination of the Plan pursuant to section (a), above. (c) Any funds remaining in the Trust after termination of the Plan and satisfaction of all liabilities to Participants and others, shall be returned to the Employer. 25 10.11 EMPLOYER DETERMINATIONS. Any determinations, actions or decisions of the Employer (including but not limited to, Plan amendments and Plan termination) shall be made by the Board in accordance with its established procedures or by such other individuals, groups or organizations that have been properly delegated by the Board to make such determination or decision. 10.12 CONSTRUCTION. All questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons. 10.13 GOVERNING LAW. This Plan shall be governed by, construed and administered in accordance with the applicable laws of the State of Illinois. 10.14 SEVERABILITY. Should any provision of the Plan or any regulations adopted thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions or regulations unless such invalidity shall render impossible or impractical the functioning of the Plan and, in such case, the appropriate parties shall immediately adopt a new provision or regulation to take the place of the one held illegal or invalid. 10.15 HEADINGS. The Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof. 10.16 TERMS. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, masculine pronouns shall be read as feminine, and vice versa, as appropriate. 26 IN WITNESS WHEREOF, TAYLOR CAPITAL GROUP, INC. has caused this instrument to be executed by its duly authorized officer, effective as of this _____ day of ________________, 2001. TAYLOR CAPITAL GROUP, INC. By: --------------------------------- Title: ------------------------------ ATTEST: By: --------------------------------- Title: ------------------------------ 27