THE TALBOT BANK OF EASTON, MARYLAND SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUST AGREEMENT Effective as of December 11, 1996
EXHIBIT
10.8
THE
TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL
DEFERRED COMPENSATION PLAN
Effective
as of December 11, 1996
THE
TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
Effective
as of December 11, 1996
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THE
TALBOT BANK OF EASTON, MARYLAND
SUPPLEMENTAL
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
RECITALS
THIS
TRUST AGREEMENT is made and entered into effective as of the ________ day
of
___________, 1996 by and between The Talbot Bank of Easton, Maryland (the
“Employer”), which sponsors the Talbot Bank of Easton, Maryland, Supplemental
Deferred Compensation Plan (the “Plan”), and Alex. ▇▇▇▇▇ Capital Advisory &
Trust Company, a corporation having trust powers under the laws of the State
of
Maryland (the “Trustee”).
The
Employer has established the Plan which is intended to be a “top hat plan”
(i.e., an unfunded plan of deferred compensation maintained for members of
a
select group of management or highly compensated employees) under sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act
of 1974 (“ERISA”). The Plan has been created for the sole benefit of the
Employer's President and Chief Executive Officer.
The
Plan
provides for the Employer to pay all Plan benefits from its general revenues
and
assets. The Employer wishes to establish an irrevocable trust fund for the
purpose of providing a source from which to pay benefits under the Plan,
such
trust fund being subject to the claims of the Employer's creditors in the
event
of the Employer's bankruptcy or insolvency. Contributions to the trust fund
shall be held by the Trustee and invested, reinvested and distributed in
accordance with the provisions of this Trust Agreement.
The
Trust
established by this Trust Agreement is intended to be a “grantor trust,” with
the result that the corpus and income of the trust are treated for tax purposes
as assets and income of the Employer.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
Employer and the Trustee, intending to be legally bound, declare and agree
as
follows:
ESTABLISHMENT
OF TRUST
1.1 TRUST
DEPOSITS.
The
Employer shall deposit with the Trustee, in trust, certain funds as required
under the Plan, which funds shall be held and disposed of by the Trustee
as
provided in this Trust Agreement.
THE
PLAN
PAYMENTS
TO THE PLAN PARTICIPANT OR BENEFICIARIES
PAYMENTS
TO EMPLOYER
INVESTMENT
AUTHORITY
Intermediate
-Term Income Fund, Inc.
Equity
Partners Fund, Inc.
Value
Builder Fund, Inc.
Investments
of the aforesaid mutual funds are subject to the Annual Fund Operating Expenses
associated with each such mutual fund.
The
Employer and the Trustee can agree from time to time to alter, amend or modify
the aforesaid form of investments.
DISPOSITION
OF INCOME
RESPONSIBILITY
OF THE TRUSTEE
(a) If
the
Trustee undertakes or defends any litigation arising in connection with this
Trust, the Employer agrees to indemnify the Trustee against the Trustee's
costs,
expenses and liabilities (including, without limitation, attorneys' fees
and
expenses) relating thereto and to be primarily liable for such payments.
(b) The
Employer agrees to hold harmless and indemnify the Trustee, to the fullest
extent permitted under applicable law, for any and all liabilities of any
kind
incurred by the Trustee in connection with the Trust (i) relating to periods
of
time prior to the Trustee's becoming Trustee or (ii) relating to periods
of time
while the Trustee is Trustee but not related to the Trustee's gross negligence,
willful misconduct, or breach of its duties hereunder.
7.2 LIMITATION
ON POWERS.
Notwithstanding any powers granted to the Trustee pursuant to this Trust
Agreement or to applicable law, the Trustee shall not have any power that
could
give this Trust the objective of carrying on a business and dividing the
gains
therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
FEES
AND EXPENSES OF THE TRUSTEE
RESIGNATION
AND REMOVAL OF THE TRUSTEE
APPOINTMENT
OF SUCCESSOR
AMENDMENT
OR TERMINATION
11.1 AMENDMENT.
This
Trust Agreement may be amended by a written instrument executed by the Trustee
and the Employer. Notwithstanding the foregoing, no such amendment shall
make
the Trust revocable after it has become irrevocable in accordance herewith.
MISCELLANEOUS
12.1 VALIDITY
OF PROVISIONS.
Any
provision of this Trust Agreement prohibited by law shall be ineffective
to the
extent of any such prohibition, without invalidating the remaining provisions
hereof
12.3 GOVERNING
LAW.
This
Trust Agreement shall be governed by and construed in accordance with the
laws
of the State of Maryland.
EFFECTIVE
DATE
IN
WITNESS WHEREOF,
this
Trust Agreement has been duly executed under seal by the parties hereto,
effective as of the day and year first above written.
| ATTEST/WITNESS: | THE TALBOT BANK OF EASTON, MARYLAND | |||
| /s/ | /s/ | |||
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| Print Name: |
Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Date: |
(SEAL)
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| ATTEST/WITNESS: | ALEX, ▇▇▇▇▇ CAPITAL ADVISORY & TRUST COMPANY, TRUSTEE | |||
| /s/ | /s/ | |||
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| Print Name: |
Print
Name:
Date: |
(SEAL)
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