Exhibit 10.7
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
TWO RIVER COMMUNITY BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the "Agreement") is
adopted this 1st day of January, 2005 by and between TWO RIVER COMMUNITY BANK, a
New Jersey-chartered commercial bank located in Middletown, New Jersey ("Bank")
and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Executive"). The purpose of this Agreement is to
provide specified benefits to the Executive, a member of a select group of
management or highly compensated employees who contribute materially to the
continued growth, development, and future business success of the Bank. This
Agreement shall be unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended from time
to time.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Beneficiary" means each designated person, or the estate of the deceased
Executive, entitled to benefits, if any, upon the death of the Executive
determined pursuant to Article 4.
1.2 "Beneficiary Designation Form" means the form established from time to
time by the Plan Administrator that the Executive completes, signs, and
returns to the Plan Administrator to designate one or more Beneficiaries.
1.3 "Board" means the Board of Directors of the Bank as from time to time
constituted.
1.4 "Change in Control" means a change in the ownership or effective control
of the Bank, or in the ownership of a substantial portion of the assets of
the Bank, as such change is defined in Section 409A of the Code and
regulations thereunder.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Disability" means Executive (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or
(ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an
accident and health plan covering employees of the Executive employer.
Medical determination of Disability may be made by either the Social
Security Administration or by the provider of an accident or health plan
covering employees of the Executive's employer. Upon the request of the
Plan Administrator, the Executive must submit proof to the Plan
Administrator of Social Security Administration's or the provider's
determination.
1
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
1.7 "Early Termination" means Separation from Service before Normal Retirement
Age for reasons other than death, Disability, Termination for Cause, or
following a Change in Control.
1.8 "Effective Date" means November 1, 2004.
--------------
1.9 "Normal Retirement Age" means the Executive attaining age sixty-five (65).
---------------------
1.10 "Plan Administrator" means the plan administrator described in Article 6.
------------------
1.11 "Plan Year" means each twelve-month period commencing on January 1 and
ending on December 31 of each year. The initial Plan Year shall commence
on the Effective Date of this Agreement and end on the following December
31, 2005.
1.12 "Schedule A" means the schedule attached to this Agreement and made a part
hereof. Schedule A shall be updated upon a change in any of the benefits
under Articles 2 or 3.
1.13 "Separation from Service" means that the Executive's service, as an
employee and independent contractor, to the Bank and any member of a
controlled group as defined in Section 414 of the Code to which the Bank
belongs, has terminated for any reason, other than by reason of a leave of
absence approved by the Bank or the death of the Executive.
1.14 "Termination for Cause" has that meaning set forth in Article 5.
Article 2
Distributions During Lifetime
2.1 Normal Retirement Benefit. If the Executive has a Separation from Service
on or after Normal Retirement Age, the Bank shall distribute to the
Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Article.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
Twenty-Five Thousand Dollars ($25,000).
2.1.2 Distribution of Benefit. The Bank shall distribute the annual
benefit to the Executive in twelve (12) equal monthly installments
commencing on the first day of the month following the Executive's
65th birthday. The annual benefit shall be distributed to the
Executive for fifteen (15) years.
2.2 Early Termination Benefit. Upon the Executive's Early Termination, the
Bank shall distribute to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this Article.
2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early
Termination benefit set forth on Schedule A for the Plan Year that
ended immediately prior to the date on which Separation from Service
occurs.
2.2.2 Distribution of Benefit. The Bank shall distribute the benefit to
the Executive in one hundred eighty (180) consecutive equal monthly
installments commencing within thirty (30) days following Separation
from Service. During the applicable installment period, the Bank
shall credit interest at an annual rate equal to six and one-half
percent (6.5%), compounded monthly.
2
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
2.3 Disability Benefit. If the Executive's Disability results in Separation
from Service prior to Normal Retirement Age, the Bank shall distribute to
the Executive the benefit described in this Section 2.3 in lieu of any
other benefit under this Article.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
Disability benefit set forth on Schedule A for the Plan Year that
ended immediately prior to the date on which Separation from Service
due to Disability occurs.
2.3.2 Distribution of Benefit. The Bank shall distribute the benefit to
the Executive in one hundred eighty (180) consecutive equal monthly
installments commencing within thirty (30) days following Normal
Retirement Age. During the applicable installment period, the Bank
shall credit interest at an annual rate equal to six and one-half
percent (6.5%), compounded monthly.
2.4 Change in Control Benefit. If the Executive is a full time employee at the
date a Change in Control occurs, the Bank shall distribute to the
Executive the benefit described in this Section 2.4 in lieu of any other
benefit under this Article.
2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Change
in Control benefit set forth on Schedule A for the Plan Year that
ended immediately prior to the date on which Separation from Service
occurs.
2.4.2 Distribution of Benefit. The Bank shall distribute the benefit to
the Executive in one hundred eighty (180) consecutive equal monthly
installments commencing within thirty (30) days following Separation
from Service. During the applicable installment period, the Bank
shall credit interest at an annual rate equal to six and one-half
percent (6.5%), compounded monthly.
2.4.3 Parachute Payments. Notwithstanding any provision of this Agreement
to the contrary, to the extent any distribution(s), if made, under
this Section 2.4 would be treated as an "excess parachute payment"
under Section 280G of the Code, the Bank shall reduce or delay the
distribution(s) to the extent it would not be an excess parachute
payment.
2.5 Restriction on Timing of Distribution. Notwithstanding any provision of
this Agreement to the contrary, if the Executive is considered a
"specified employee" under Section 409A of the Code and regulations
thereunder, benefit distributions that qualify as a "separation from
service" under Section 409A of the Code and regulations thereunder may not
commence earlier than six (6) months after the date of such separation
from service.
Article 3
Distribution at Death
3.1 Death During Active Service. If the Executive dies while in the active
service to the Bank, the Bank shall distribute to the Beneficiary the
benefit described in this Section 3.1. This benefit shall be distributed
in lieu of the benefits under Article 2.
3
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the death
benefit set forth on Schedule A for the Plan Year that ended
immediately prior to the Executive's date of death.
3.1.2 Distribution of Benefit. The Bank shall distribute the benefit to
the Beneficiary in a lump sum within ninety (90) days following
receipt by the Bank of the Executive's death certificate.
3.2 Death During Distribution of a Benefit. If the Executive dies after any
benefit distributions have commenced under this Agreement but before
receiving all such distributions, the Bank shall distribute to the
Beneficiary the remaining benefits at the same time and in the same
amounts they would have been distributed to the Executive had the
Executive survived.
3.3 Death After Separation from Service But Before Benefit Distributions
Commence. If the Executive is entitled to benefit distributions under this
Agreement, but dies prior to the commencement of said benefit
distributions, the Bank shall distribute to the Beneficiary the same
benefits that the Executive was entitled to prior to death except that the
benefit distributions shall commence within thirty (30) days following
receipt by the Bank of the Executive's death certificate.
Article 4
Beneficiaries
4.1 Beneficiary. The Executive shall have the right, at any time, to designate
a Beneficiary(ies) to receive any benefit distributions under this
Agreement to a Beneficiary upon the death of the Executive. The
Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designation under any other plan of the
Bank in which the Executive participates.
4.2 Beneficiary Designation Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent. 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. The
Executive shall have the right to change a Beneficiary by completing,
signing arid otherwise complying with the terms of the Beneficiary
Designation Form and the Plan Administrator's rules and procedures, as in
effect from time to time. Upon the acceptance by the Plan Administrator of
a new Beneficiary Designation Form all Beneficiary designations previously
filed shall be cancelled. The Plan Administrator shall be entitled to rely
on the last Beneficiary Designation Form filed by the Executive and
accepted by the Plan Administrator prior to the Executive's death.
4.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no
4
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
surviving spouse, the benefits shall be made to the personal
representative of the Executive's estate.
4.5 Facility of Distribution. If the Plan Administrator determines in its
discretion that a benefit is to be distributed to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition
of that person's property, the Plan Administrator may direct distribution
of such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent person or incapable person The
Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit. Any distribution of a benefit shall be a distribution for the
account of the Executive and the Executive's Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Agreement
for such distribution amount.
Article 5
General Limitations
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the con the Bank shall not distribute any benefit under this Agreement if
Executive's service is terminated by the Board for:
(a) Gross negligence or gross neglect of duties to the Bank; or
(b) Conviction of a felony or of a gross misdemeanor involving moral
turpitude in connection with the Executive's service with the Bank;
or
(c) Fraud, disloyalty, dishonesty or willful violation of any Jaw or
significant Bank policy committed in connection with the Executive's
service and resulting in a material adverse effect on the Bank.
5.2 Suicide or Misstatement. No benefits shall be distributed if the Executive
commits suicide within two years after the Effective Date of this
Agreement, or if an insurance company which issued a life insurance policy
covering the Executive and owned by the Bank denies coverage (i) for
material misstatements of fact made by the Executive on an application for
such life insurance, or (ii) for any other reason; provided, however that
the Bank shall evaluate the reason for the denial, and upon advice of
legal counsel and in its sole discretion, consider judicially challenging
any denial.
5.3 Removal. Notwithstanding any provision of this Agreement to the contrary,
the Bank shall not distribute any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act ("FDIA").
5.4 Non-Compete Provision. The Executive shall forfeit any non-distributed
benefits under this Agreement if during the term of this Agreement and for
within twenty-four (24) months following a Separation from Service, the
Executive, directly or indirectly, either as an individual or as a
proprietor, stockholder, partner, officer, director, employee, agent,
consultant or independent contractor of any individual,
5
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
partnership, corporation or other entity (excluding an ownership interest
of three percent (3%) or less in the stock of a publicly-traded company):
(i) becomes employed by, participates in, or becomes connected in
any manner with the ownership, management, operation or
control of any bank, savings and loan or other similar
financial institution if the Executive's responsibilities will
include providing banking or other financial services within
the twenty-five (25) miles of any office maintained by the
Bank as of the date of the Executive's Separation from
Service;
(ii) participates in any way in hiring or otherwise engaging, or
assisting any other person or entity in hiring or otherwise
engaging, on a temporary, part- time or permanent basis, any
individual who was in the service of the Bank as of the date
of the Executive's Separation from Service;
(iii) assists, advises, or serves in any capacity, representative or
otherwise, any third party in any action against the Bank or
transaction involving the Bank;
(iv) sells, offers to sell, provides banking or other financial
services, assists any other person in selling or providing
banking or other financial services, or solicits or otherwise
competes for, either directly or indirectly, any orders,
contract, or accounts for services of a kind or nature like or
substantially similar to the financial services performed or
financial products sold by the Bank (the preceding hereinafter
referred to as "Services"), to or from any person or entity
from whom the Executive or the Bank, to the knowledge of the
Executive provided banking or other financial services, sold,
offered to sell or solicited orders, contracts or accounts for
Services during the three (3) year period immediately prior to
the Executive's Separation from Service;
(v) divulges, discloses, or communicates to others in any manner
whatsoever, any confidential information of the Bank, to the
knowledge of the Executive, including, but not limited to, the
names and addresses of customers or prospective customers, of
the Bank, as they may have existed from time to time, of work
performed or services rendered for any customer, any method
and/or procedures relating to projects or other work developed
for the Bank, earnings or other information concerning the
Bank. The restrictions contained in this subparagraph (v)
apply to all information regarding the Bank, regardless of the
source who provided or compiled such information.
Notwithstanding anything to the contrary, all information
referred to herein shall not be disclosed unless and until it
becomes known to the general public from sources other than
the Executive.
5.4.1 Judicial Remedies. In the event of a breach or threatened breach by
the Executive of any provision of these restrictions, the Executive
recognizes
6
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
the substantial and immediate harm that a breach or threatened
breach will impose upon the Bank, and further recognizes that in
such event monetary damages may be inadequate to fully protect the
Bank. Accordingly, in the event of a breach or threatened breach of
these restrictions, the Executive consents to the Bank's entitlement
to such preliminary, interlocutory, temporary or permanent
injunctive, or any other equitable relief, protecting and fully
enforcing the Bank's rights hereunder and preventing the Executive
from further breaching any of his obligations set forth herein.
Nothing herein shall be construed as prohibiting the Bank from
pursuing any other remedies available to the Bank at law or in
equity for such breach or threatened breach, including the recovery
of damages from the Executive. The Executive expressly acknowledges
and agrees that: (i) the restrictions set forth in Section 5.4
hereof are reasonable, in terms of scope, duration, geographic area,
and otherwise, (ii) the protections afforded the Bank in Section 5.4
hereof are necessary to protect its legitimate business interest,
(iii) the restrictions set forth in Section 5.4 hereof will not be
materially adverse to the Executive's service with the Bank, and
(iv) his agreement to observe such restrictions forms a material
part of the consideration for this Agreement.
5.4.2 Overbreadth of Restrictive Covenant. It is the intention of the
parties that if any restrictive covenant in this Agreement is
determined by a court of competent jurisdiction to be overly broad,
then the court should enforce such restrictive covenant to the
maximum extent permitted under the law as to area, breadth and
duration.
5.4.3 Change in Control. The non-compete provision detailed in Section 5.4
hereof shall not be enforceable following a Change in Control.
Article 6
Administration of Agreement
6.1 Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Plan Administrator shall also
have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of
this Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the
Agreement.
6.2 Agents. In the administration of this Agreement, the Plan Administrator
may employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative), and
may from time to time consult with counsel who may be counsel to the Bank.
6.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Agreement
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Agreement.
7
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
6.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or
Failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator or any of its members.
6.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
retirement, Disability, death, or Separation from Service of the
Executive, and such other pertinent information as the Plan Administrator
may reasonably require.
6.6 Annual Statement. The Plan Administrator shall provide to the Executive,
within one hundred twenty (120) days after the end of each Plan Year, a
statement setting forth the benefits to be distributed under this
Agreement.
Article 7
Claim and Review Procedures
7.1 Claims Procedure. An Executive or Beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
distributed shall make a claim for such benefits as follows:
7.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
7.1.2 Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim,
if the Plan Administrator determines that special circumstances
require additional time for processing the claim, the Plan
Administrator 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 Plan Administrator expects to render its
decision.
7.1.3 Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in
writing of such denial. The Plan Administrator 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 Agreement 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 Agreement's review procedures and the
time limits applicable to such procedures; and
8
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
(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.
7.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review
by the Plan Administrator of the denial, as follows:
7.2.1 Initiation - Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator's notice of
denial, must file with the Plan Administrator a written request for
review.
7.2.2 Additional Submissions - Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Plan Administrator
shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits.
7.2.3 Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information
the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial
benefit determination.
7.2.4 Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving
the request for review. If the Plan Administrator determines that
special circumstances require additional time for processing the
claim, the Plan Administrator 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 Plan Administrator expects
to render its decision.
7.2.5 Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator 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 Agreement on
which the denial is based;
(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).
9
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
Article 8
Amendments and Termination
8.1 Amendment. This Agreement may be amended only by a written agreement
signed by the Bank and the Executive. Provided, however, that the Bank may
amend this Agreement to conform with legislative requirements or written
directives to the Bank from its banking regulators.
8.2 Termination. This Agreement may be terminated only by a written agreement
signed by the Bank and the Executive. Upon such termination, the
applicable benefits under this Agreement shall be paid to the Executive in
the form and at the earliest possible time as specified in this Agreement
and permitted under Section 409A of the Code and any applicable subsequent
authority.
Article 9
Miscellaneous
9.1 Binding Effect. This Agreement shall bind the Executive and the Bank, and
their beneficiaries, survivors, executors, administrators and transferees.
9.2 No Guarantee of Employment. This Agreement is not a contract for
employment. It does not give the Executive the right to remain as an
employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to remain
an employee nor interfere with the Executives right to separate from
service 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 Tax Withholding. The Bank shall withhold any taxes that arc required to be
withheld, under Section 409A of the Code and regulations thereunder, from
the benefits provided under this Agreement. The Executive acknowledges
that the Bank's sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).
9.5 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of New Jersey, except to the extent preempted by
the laws of the United States of America.
9.6 Unfunded Arrangement. The Executive and Beneficiary are general unsecured
creditors of the Bank for the distribution of benefits under this
Agreement. The benefits represent the mere promise by the Bank to
distribute 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 or other informal funding asset is a general asset of the
Bank to which the Executive and Beneficiary have no preferred or secured
claim.
10
Two River Community Bank
Supplemental Executive Retirement Agreement
--------------------------------------------------------------------------------
9.7 Reorganization. The Bank shall not merge or consolidate into or with
another bank, or reorganize, or sell substantially all of its assets to
another bank, firm, or person unless such succeeding or continuing bank,
firm, or person agrees to assume and discharge the obligations of the Bank
under this Agreement. Upon the occurrence of such event, the term "Bank"
as used in this Agreement shall be deemed to refer to the successor or
survivor bank.
9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Bank 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 Notice. Any notice or filing required or permitted to be given to the Bank
or Plan Administrator under this Agreement shall be sufficient if in
writing and hand-delivered, or sent by registered or certified mail, to
the address below:
---------------------------------
Two River Community Bank
---------------------------------
Attn: H.R. Department
---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the Executive
under this Agreement shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Executive.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Bank have signed this Agreement.
EXECUTIVE: BANK:
TWO RIVER COMMUNITY BANK
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman, Board of Directors
-----------------------------
11
SCHEDULE A
TWO RIVER COMMUNITY BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------------------------------------------------------------------------
Pre-
Change in Retirement
Control Lump Sum
Early Termination Disability Annual Death
Date Age Annual Benefit(1) Benefit(2) Benefit(1) Benefit
---------------------------------------------------------------------------------------------------------
12/31/2005 48 $902 $2,643 $13,046 $125,477
---------------------------------------------------------------------------------------------------------
12/31/2006 49 $1,731 $4,755 $13,568 $130,496
---------------------------------------------------------------------------------------------------------
12/31/2007 50 $2,616 $6,734 $14,110 $135,716
---------------------------------------------------------------------------------------------------------
12/31/2008 51 $3,561 $8,589 $14,675 $141,144
---------------------------------------------------------------------------------------------------------
12/31/2009 52 $4,568 $10,327 $15,262 $146,790
---------------------------------------------------------------------------------------------------------
12/31/2010 53 $5,643 $11,956 $15,872 $152,662
---------------------------------------------------------------------------------------------------------
12/31/2011 54 $6,790 $13,484 $16,507 $158,768
---------------------------------------------------------------------------------------------------------
12/31/2012 55 $8,013 $14,915 $17,167 $165,119
---------------------------------------------------------------------------------------------------------
12/31/2013 56 $9,319 $16,256 $17,854 $171,724
---------------------------------------------------------------------------------------------------------
12/31/2014 57 $10,712 $17,513 $18,568 $178,593
---------------------------------------------------------------------------------------------------------
12/31/2015 58 $12,199 $18,692 $19,311 $185,736
---------------------------------------------------------------------------------------------------------
12/31/2016 59 $13,785 $19,796 $20,083 $193,166
---------------------------------------------------------------------------------------------------------
12/31/2017 60 $15,477 $20,831 $20,887 $200,892
---------------------------------------------------------------------------------------------------------
12/31/2018 61 $17,282 $21,801 $21,722 $208,928
---------------------------------------------------------------------------------------------------------
12/31/2019 62 $19,209 $22,710 $22,591 $217,285
---------------------------------------------------------------------------------------------------------
12/31/2020 63 $21,264 $23,562 $23,495 $225,977
---------------------------------------------------------------------------------------------------------
12/31/2021 64 $23,457 $24,361 $24,435 $235,016
---------------------------------------------------------------------------------------------------------
12/31/2022(3) 65 $25,000 $25,000 $25,000 $240,455
---------------------------------------------------------------------------------------------------------
----------
(1) Payments are made in 180 equal monthly installments commencing within 30
days following Separation from Service. Refer to Section 2.2 for Early
Termination and Section 2.4 for Change in Control.
(2) Payments are made in 180 equal monthly installments commencing at Normal
Retirement Age. Refer to Section 2.3 for Disability.
(3) This is the date when the Executive reached Normal Retirement Age.
12