SEVENTH AMENDMENT OF TAYLOR CAPITAL GROUP, INC. PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN (Effective as of October 1, 1998)

Contract Categories: Business Finance - Stock Agreements
EX-10.73 4 dex1073.htm SEVENTH AMEND. OF TAYLOR CAPITAL GROUP PROFIT SHARING & ESOP Seventh Amend. of Taylor Capital Group Profit Sharing & ESOP

Exhibit 10.73

 

SEVENTH AMENDMENT

OF

TAYLOR CAPITAL GROUP, INC.

PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

 

(Effective as of October 1, 1998)

 

WHEREAS, Taylor Capital Group, Inc. (the “Company”) maintains the Taylor Capital Group, Inc. Profit Sharing and Employee Stock Ownership Plan (Effective as of October 1, 1998) (the “Plan”); and

 

WHEREAS, amendment of the Plan is now considered desirable;

 

NOW, THEREFORE, by virtue of the power reserved to the Company by subsection 17.1 of the Plan, and in exercise of the authority delegated to the Committee established pursuant to Section 18 of the plan (the “Committee”) by subsection 17.1 of the Plan, the Plan is hereby amended as follows:

 

1. By deleting the phrase “or 132(f)(4)” from the fourth sentence of subsection 7.1 of the Plan, effective January 1, 1999.

 

2. By deleting the fourth and fifth sentences of the second paragraph of subsection 11.1 of the Plan, effective January 1, 2003.

 

3. By substituting the following for the first sentence of 11.3 of the Plan, effective July 1, 2003:

 

“Subject to rules established by the Committee and to subsection 11.4, a participant (or the participant’s beneficiary) will receive any distribution of his ESOP stock account in cash, and the Committee shall direct the trustee to sell shares of Company stock in his account and the net proceeds of the sale of such shares shall be distributed; provided the participant (or his beneficiary in the event of his death) may elect in accordance with rules established by the Committee to receive his ESOP stock account in whole shares of Company stock (with fractional shares distributed in cash).”

4. By substituting the following for subparagraph 11.4(b) of the Plan, effective July 1, 2003:

 

  “(b) Company Stock. Subject to subparagraphs (c) and (d) below, after a participant’s settlement date he may file with the Committee a request for distribution of his ESOP stock account. Distribution of such account will be made in the form provided in subsection 11.3 within a reasonable period of time after the accounting date coincident with or following the date a participant files with the Committee a written request for a distribution.”

 

5. By substituting the following for subparagraph 11.4(d) of the Plan, effective January 1, 2003:

 

  “(d) Required Commencement Date. Irrespective of any contrary provision of the Plan, distribution of the account balance of a participant shall be made or shall commence by April 1 of the calendar year next following the latter of (A) the calendar year on which the participant attains age 70 1/2 or (B) the calendar year in which the participant’s settlement date occurs (‘required commencement date’); provided, however, that (i) the required commencement date of a participant who is a five-percent owner (as defined in Code Section 416) of an Employer or Controlled Group Member in the calendar year in which the participant attains age 70 1/2 shall be April 1 of the calendar year next following the calendar year in which the participant attains age 70 1/2, and (ii) participants who attained age 70 1/2 prior to January 1, 1999 may elect to commence retirement income payments on the April 1 next following the calendar year in which he attains age 70 1/2. Payments during a participant’s lifetime and after his required beginning date shall be made over the applicable distribution period (as described below). If a participant dies before the participant’s required commencement date, the participant’s benefits must be distributed over a period not exceeding the greater of: (i) in the event the participant does not have a designated beneficiary, five years from the death of the participant; (ii) in the case of payments to a designated beneficiary other than the participant’s spouse, the life expectancy of such beneficiary, provided payments begin within one year of the participant’s death (or such later date as may be prescribed under Treasury Regulations); or (iii) in the case of payments to the participant’s

spouse, the life expectancy of such spouse, provided payments begin by the date the participant would have attained age 70 1/2. If a participant dies after the participant’s required commencement date, the remaining portion of the participant’s benefits will be distributed at least as rapidly as under the method of distribution in effect at the participant’s death. Notwithstanding the foregoing, the Committee may honor a participant’s written designation made under a predecessor plan prior to January 1, 1984, to have the participant’s benefits commence at any date permitted under the terms of such predecessor plan as in effect immediately prior to January 1, 1984. All distributions shall be made in accordance with the minimum required distribution rules of Section 401(a)(9) of the Code and Treasury Regulations 1.401(a)(9)-2 through 1.401(a)(9)-9, and such rules shall override any inconsistent provisions of this Plan. An individual’s life expectancy or distribution period shall be determined by reference to the Single Life Table, Uniform Lifetime Table and Joint and Last Survivor Table, as applicable, contained in Treasury Regulations 1.401(a)(9)-9.”

 

6. By deleting the last sentence of subparagraph 11.5(a) of the Plan, effective January 1, 2002.

 

IN WITNESS WHEREOF, the undersigned duly authorized member of the Committee has caused the foregoing amendment to be executed this 29th day of October 2003.

 

    /s/ MELVIN E. PEARL

On behalf of the Committee as Aforesaid