1
Exhibit 10(c)
▇▇▇▇▇▇▇▇ BANK AND TRUST
DEFERRED COMPENSATION PLAN FOR DIRECTORS
1. PARTICIPANTS. Any director of ▇▇▇▇▇▇▇▇ Bank and Trust ("Bank"), or
employee of the Bank receiving board fees may elect to become a
participant ("Participant") under this ▇▇▇▇▇▇▇▇ Bank and Trust Deferred
Compensation Plan for Directors ("Plan") by providing written notice to
the Bank.
2. AMENDMENT AND RESTATEMENT OF EXISTING PLAN. Effective January 1, 1990,
the Bank adopted the ▇▇▇▇▇▇▇▇ Bank and Trust Directors Deferred Income
Agreement ("Prior Plan"). The Prior Plan has been completely amended and
restated effective January 1, 1996 by adopting the ▇▇▇▇▇▇▇▇ Bank and Trust
Deferred Compensation Plan for Directors. Any amount due and owing under
the Prior Plan to any Participant in this Plan as of December 31, 1995
("Grandfathered Amounts") shall be credited to the Participant's Deferred
Money Account subject to the terms and conditions as set forth in
paragraph 4(a) below. Such Grandfathered ▇▇▇▇▇▇▇ shall then be converted
into a Stock Unit Account pursuant to the terms and conditions of
paragraph 4(b) of this Plan.
3. DEFERRED RETAINER AND FEES. Each Participant may defer all or any
portion (subject to a minimum required deferral of at least 25%) of his
Bank retainer and fees (including committee fees) which are earned for the
year commencing after the date of said election as he may specify in said
written notice to the Bank, and such amounts so deferred shall be paid
only as hereinafter provided. Any Participant may change the amount of,
or suspend, future deferrals with respect to fees and retainers earned for
years commencing after the date of change or suspension as he may specify
by written notice to the Bank. Following any such suspension, the
individual may make a new election to again become a Participant. No
Participant may make such change more often than once in any 12-month
period or again become a Participant within 12 months after the date of a
suspension. The election to defer shall be irrevocable as to the deferred
retainer and fees for the particular 12-month period.
4. METHOD OF DEFERRAL AND DISTRIBUTION.
(a) For each Participant electing to participate in this Plan, the Bank
shall maintain a deferred money account ("Deferred Money Account")
which shall periodically be converted into a stock unit account ("Stock
Unit Account") for each such Participant. Each Participant will be
furnished annually with a statement of his Account.
(b) Deferred retainers and fees of each Participant shall be credited as a
dollar amount to the Participant's Deferred Money Account on the date
they otherwise
45
2
would be payable and shall be converted into stock units quarterly at
March 1, June 1, September 1, and December 1 in each year (the
"Valuation Dates") by dividing the dollar balance of such Deferred Money
Account as of the end of each such quarter by the price of a share of
IBT Bancorp, Inc. common stock as determined by the IBT Bancorp, Inc.
Stockholder Dividend Reinvestment and Employee Stock Purchase Plan. The
number of stock units for full shares so determined shall be credited to
the Participant's Stock Unit Account and the aggregate value thereof at
said closing price shall be charged to the Participant's Deferred Money
Account after such charge shall be used together with other subsequent
credits thereto at the next Valuation Date.
(c) Additional credits will be made to each Participant's Deferred
Money Account in dollar amounts equal to the cash dividends (or the
fair market value of dividends paid in property) the Participant would
have receive from time to time had he been the owner on the record dates
with respect thereto of the number of shares of IBT Bancorp, Inc. common
stock equal to the number of stock units in his Stock Unit Account on
such dates. In the case of a stock dividend or stock split, additional
credits will be made to each Participant's Stock Unit Account of the
number of stock units equal to the number of full shares of IBT Bancorp,
Inc. common stock in the case of a stock dividend or a stock split which
such Participant would have received from time to time had he been the
owner on the record dates with respect thereto of the number of shares
of IBT Bancorp, Inc. common stock equal to the number of stock units in
his Stock Unit Account on such dates.
5. DISTRIBUTION.
(a) Upon termination of a Participant's service with the Bank
(including mandatory retirement from the Bank's Board of Directors),
and/or upon attainment of age 65 (each event being a "Distribution
Event") the Participant, with the Bank's consent, shall receive:
(i) payment in cash of the balance in his Deferred Money Account,
if any, remaining after the Valuation Dates occurring in the
calendar year of the Distribution Event, but after the date of the
Distribution Event; and
(ii) payment of the balance in his Stock Unit Account as of the
date of the Distribution Event, in shares of IBT Bancorp, Inc.
common stock, or at the option of the Participant as he directs by
written notice delivered to the Bank within thirty (30) days after
the date of the Distribution Event, in cash equal to the value of
such shares as of the date(s) of distribution, or in any combination
of stock or cash.
46
3
(iii) The distributions in 5(a)(i) and (ii) above shall be payable in
monthly installments commencing no sooner than six months
following the last Valuation Date that occurred prior to the
Distribution Event. Such distributions may be paid in a single sum
as determined by the Bank in its sole discretion. The Bank may
counsel with Participant prior to such determination.
(b) If such Participant shall cease his service with the Bank by reason
of his death or if he shall die after he shall be entitled to
distributions hereunder but prior to receipt of all distributions
hereunder, all cash or IBT Bancorp, Inc. common stock then distributable
hereunder shall be distributed to such beneficiary as such Participant
shall designate by an instrument in writing filed with the Bank, or in the
absence of such designation, to his personal representative, or if none is
appointed within six months of his death, to his spouse, or if not then
living, to his then living descendants, per stirpes, in the same manner
and at the same intervals as they would have been made to such Participant
had he continued to live. The Bank may, in its complete discretion,
accelerate some or all of the payments which may be due under this Section
5(b). Upon filing a written designation of beneficiary with the Bank, it
shall revoke all prior designations filed prior to that date by the
Participant.
6. PARTICIPANT'S RIGHTS UNSECURED. The right of any Participant to receive
a distribution hereunder in IBT Bancorp, Inc. common stock or in cash
shall be an unsecured claim against the general assets of the Bank. The
deferred retainers and fees may not be encumbered or assigned by the
Participant.
7. UNFUNDED PLAN. The Plan shall be a bookkeeping account only, and the
Bank shall not be required in any way to fund the Plan. The Bank shall
have no obligation to set aside, earmark or entrust any fund, policy or
money with which to pay its obligations under the Plan. The Participant,
or any successor in interest, shall be and remain a general creditor of
the Bank with respect to the right to receive a benefit under this Plan in
the same manner as any other creditor who has a general claim for unpaid
liability. The Bank shall be the sole owner and beneficiary of any assets
acquired for its general account under this plan. The Bank shall not make
any loans or extend credit to the Participant, or any successor in
interest, which shall be offset by benefits payable under this Plan.
8. AMENDMENTS TO THE PLAN. The Board of Directors of the Bank may amend the
Plan at any time, without the consent of the Participants or their
beneficiaries, provided, however, that no amendment shall divest any
Participant or beneficiary of rights to which he would have been entitled
if the Plan had been terminated on the effective date of such amendment.
47
4
9. TERMINATION OF PLAN. The Board of Directors of the Bank may terminate the
Plan at any time. Upon termination of the Plan, distributions in
respect of credits to a Participant's Accounts as of the date of
termination shall be made in the manner and at the time heretofore
prescribed.
10. EXPENSES. Costs of administration of the Plan will be paid by the Bank.
11. STATUS OF PLAN. This Plan does not constitute a contract of employment
between the parties, nor shall any provision of this Plan restrict the
right of a director to terminate service on the Board.
12. BINDING EFFECT. This Plan shall be binding upon and inure to the benefit
of the parties hereto and upon the successors and assigns of the Bank, and
upon the heirs and legal representatives of the Participant.
13. INCOMPETENCY. If the Bank shall find that any person to whom any payment
is payable under this Plan is unable to care for his or her affairs
because of illness or accident, or is a minor, any payment due (unless a
prior claim therefore shall have been made by a duly appointed guardian, a
committee or other legal representative) may be paid to the spouse, a
child, a parent, a brother or sister, or a custodian determined pursuant
to the Uniform Gift to Minors Act, or to any person deemed by the Bank to
have incurred expense for such person otherwise entitled to payment, in
such manner and proportions as the Bank may determine. Any such payment
shall be a complete discharge of the liabilities of the Bank under this
Plan.
14. ASSIGNMENT OF RIGHTS. None of the rights to compensation under this Plan
are assignable by the Participant or any beneficiary or designee of the
Participant, and any attempt to anticipate, sell, transfer, assign,
pledge, encumber, or change the Participant's right to receive
compensation shall be void.
15. NAMED FIDUCIARY.
(a) The Bank is hereby designated as the named fiduciary under
this Plan. The named fiduciary shall have authority to control and
manage the operation and administration of this Plan, and it shall
be responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan.
(b) The Bank shall make all determinations as to rights to
benefits under this Plan. Any decision by the Bank denying a claim
made by the Participant or by a beneficiary for benefits under this
Plan shall be stated in writing and delivered or mailed to the
Participant or such beneficiary. Such statements shall set forth
the specific reasons for the denial, written to the best of the
48
5
Bank's ability in a manner that may be understood without legal or
actuarial counsel. In addition, the Bank shall afford a reasonable
opportunity to the Participant or such beneficiary for a full and
fair review of the decision denying such claim.
(c) Subject to the foregoing, the Board of Directors of the Bank
shall appoint an impartial Administrative Committee consisting of
Bank officers who are not participants in the Plan. The
Administrative Committee shall have the full power and authority to
interpret, construe and administer this Plan. No member of the
Administrative Committee shall, in any event, be liable to any
person for any action taken or omitted in connection with the
interpretation, construction or administration of this Plan, so long
as such action or omission to act be made in good faith. In no
event, however, shall the provisions of paragraph 7 or any other
provisions in this Plan prevent the Participant from seeking legal
recourse for any claim he may have under this Plan.
16. GOVERNING LAW. This Plan shall be governed by the laws of the State of
Michigan.
17. SEVERABILITY. In the event that any of the provisions of this Plan or
portion thereof, are held to be inoperative or invalid by any court of
competent jurisdiction, then: (1) insofar as is reasonable, effect will
be given to the intent manifested in the provision held invalid or
inoperative; and (2) the validity and enforceability of the remaining
provisions will not be affected thereby.
18. PERIOD OF ECONOMIC HARDSHIP. If, in any year, payments made under this
Plan would, in the sole judgment of the Board of Directors, create
economic hardship for the Bank's depositors, the Board of Directors has
full authority to postpone such payments. However, upon such
postponement, the Bank will increase the total sum payable to the
Participant or the Participant's beneficiaries under this Plan by an
actuarially determined amount.
19. PRIOR PLAN. This Plan sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any
previous plans (including the Prior Plan) or understanding between the
parties hereto regarding the subject matter hereof are merged into and
superseded by this Plan.
▇▇▇▇▇▇▇▇ BANK AND TRUST
BY:
--------------------------------
ITS: Senior Vice President and CFO
-------------------------------
49