Exhibit 10.12
FIRST AMENDMENT
TO
TIB BANK OF THE KEYS
SPLIT DOLLAR AGREEMENT
THIS AMENDMENT is made and entered into this 16th day of December,
2003, by and between TIB BANK OF THE KEYS, a state-chartered commercial bank
located in Key Largo, Florida (the "Company"), and ___________ (the "Director").
The Company and the Director executed the Split-Dollar Agreement on
_____________ (the "Agreement").
The Company and the Director, in accordance with Article 7 of the
Agreement, agree to eliminate all post-retirement split-dollar benefits by
amending the Agreement as follows:
AMENDMENTS TO ARTICLE 1
Section 1.5 of the Agreement on "Normal Retirement Age" shall be
deleted in its entirety and replaced with nothing.
AMENDMENTS TO ARTICLE 2
Section 2.2 of the Agreement shall be deleted in its entirety and
replaced by section 2.2 below:
2.2 Director's Interest. The Director shall have the right to designate
the beneficiary of any remaining death proceeds of the Policy. The Director
shall also have the right to elect and change settlement options that may be
permitted. Provided, however, the Director, the Director's transferee or the
Director's beneficiary shall have no rights or interests in the Policy with
respect to that portion of the death proceeds designated in this section 2.2
upon the Director's Termination of Service prior to a Change of Control.
Section 2.4 of the Agreement on "Comparable Coverage" shall be deleted
in its entirety and replaced by section 2.4 below:
2.4 So long as this Agreement remains in force, the Company shall
maintain the Policy in full force and effect and in no event shall the Company
amend, terminate or otherwise abrogate the Director's interest in the Policy,
unless the Company replaces the Policy with a comparable insurance policy to
cover the benefit provided under this Agreement. The Policy or any comparable
policy shall be subject to the claims of the Company's creditors.
AMENDMENTS TO ARTICLE 3
Section 3.3 of the Agreement shall be deleted in its entirety and
replaced by section 3.3 below:
3.3 Cash Payment. The Company shall annually pay to the Director an
amount necessary to pay the federal and state income taxes attributable to the
imputed income and to the additional cash payments under this section. In
calculating the cash payments due from the Company, the Company shall use the
Director's actual marginal income tax bracket for the calendar year immediately
preceding the payment to the Director. The cash payments shall cease as of the
date of Termination of Service.
AMENDMENTS TO ARTICLE 7
Article 7 shall be deleted in its entirety and replaced by Article 7
below:
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated by the Company at any time
prior to a Change of Control. However, subsequent to a Change of Control, the
Agreement may be amended or terminated only by a written agreement signed by the
Company and the Director.
IN WITNESS WHEREOF, the parties have executed this Amendment the day and
year first above written.
DIRECTOR: COMPANY:
TIB BANK OF THE KEYS
BY___________________________________
______________________ TITLE _______________________________