EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
(PAYMENT OPTION - 15 YEAR PERIOD CERTAIN OR LIFE)
This Executive Supplemental Retirement Income Agreement (the "Agreement"),
effective as of the 20th day of February, 1997, formalizes the understanding by
and between PRESTIGE STATE BANK (the "Bank"), a commercial bank, and certain key
employees, hereinafter referred to as "Executive(s)", who shall be elected and
approved by the Bank to participate in this Agreement by execution of an
Executive Supplemental Retirement Income Joinder Agreement ("Joinder Agreement")
in a form provided by the Bank. PRESTIGE FINANCIAL CORP. (the "Holding Company")
is a party to this Agreement for the sole purpose of guaranteeing the Bank's
performance hereunder.
W I T N E S S E T H :
WHEREAS, the Executives are employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by such Executives and wishes to encourage continued employment; and
WHEREAS, the Executives wish to be assured that they will be entitled to a
certain amount of additional compensation for some definite period of time from
and after retirement from active service with the Bank or other termination of
employment and wish to provide their beneficiaries with benefits from and after
death; and
WHEREAS, the Bank and the Executives wish to provide the terms and
conditions upon which the Bank shall pay such additional compensation to the
Executives after retirement or other termination of employment and/or death
benefits to their beneficiaries after death; and
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WHEREAS, the Bank and the Executives intend this Agreement to be considered
an unfunded arrangement, maintained primarily to provide supplemental retirement
income for such Executives, members of a select group of management or highly
compensated employees of the Bank, for tax purposes and for purposes of the
Employee Retirement Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Executive Supplemental Retirement Income
Master Agreement which controls all issues relating to Supplemental Retirement
Income Benefits as described herein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and the Executive agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words and phrases shall have the meanings
below unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means that portion of the Supplemental Retirement Income
Benefit which is required to be expensed and accrued under generally
accepted accounting principles (GAAP) by any appropriate method which the
Bank's Board of Directors may require in the exercise of its sole
discretion.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as amended
from time to time.
1.3 "Bank" means PRESTIGE STATE BANK and any successor thereto.
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1.4 "Beneficiary" means the person or persons (and their heirs) designated as
Beneficiary in the Executive's Joinder Agreement to whom the deceased
Executive's benefits are payable. If no Beneficiary is so designated, then
the Executive's Spouse, if living, will be deemed the Beneficiary. If the
Executive's Spouse is not living, then the Children of the Executive will
be deemed the Beneficiaries and will take on a per stirpes basis. If there
are no living Children, then the Estate of the Executive will be deemed the
Beneficiary.
1.5 "Benefit Age" shall be the birthday on which the Executive becomes eligible
to receive the maximum Supplemental Retirement Income Benefit under the
Plan. Such birthday shall be designated in the Executive's Joinder
Agreement.
1.6 "Benefit Eligibility Date" shall be the date on which an Executive is
entitled to receive the maximum Supplemental Retirement Income Benefit
available under the Plan. It shall be the 1st day of the month following
the month in which the Executive attains the Benefit Age designated in his
Joinder Agreement.
1.7 "Cause" means personal dishonesty, willful misconduct, willful malfeasance,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, regulation
(other than traffic violations or similar offenses), or final
cease-and-desist order, material breach of any provision of this Agreement,
or gross negligence in matters of material importance to the Bank.
1.8 "Change in Control" of the Bank or the Holding Company shall mean:
(1) a Change in Control of a nature that would be required to be reported
in response to Item 1(a) of the current report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or
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(2) a Change in Control shall occur at such time as
(i) any "person" (as the term is used in Sections 13(d) and 14(d) of
the Exchange Act) who is not now presently but becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Holding
Company representing Thirty Percent (30%) or more of the Holding
Company's outstanding securities except for any securities
purchased by any tax-qualified employee benefit plan of the
Holding Company or the Bank; or
(ii) individuals who constitute the Board of Directors on the
effective date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that
any person becoming a Director subsequent to the date hereof
whose election was approved by a vote of at least three-quarters
of the Directors comprising the Incumbent Board, or whose
nomination for election by the Holding Company's shareholders was
approved by the Holding Company's Incumbent Board, shall be, for
purposes of this clause (ii), considered as though he were a
member of the Incumbent Board; or
(iii)a plan of reorganization, merger, consolidation, or sale of all
or substantially all of the assets of the Bank or the Holding
Company occurs in which the Bank or the Holding Company is not
the resulting entity; or
(iv) a proxy statement is issued soliciting proxies from the
stockholders of the Holding Company by someone other than the
current management of the Holding Company, seeking stockholder
approval of a plan of reorganization, merger, or consolidation of
the Holding Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the
class of the Holding Company's securities then subject to the
plan or transaction are exchanged for or converted into cash or
property or securities not issued by the Holding Company; or
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(v) a tender offer is made for Thirty Percent (30%) or more of the
voting securities of the Company.
1.9 "Children" means the Executive's children, or the issue of any deceased
Children, then living at the time payments are due the Children under this
Agreement. The term "Children" shall include both natural and adopted
Children.
1.10 "Disability Benefit" means the monthly benefit payable to the Executive
following a determination, in accordance with Subsection 3.6, that he is no
longer able, properly and satisfactorily, to perform his duties as
Executive.
1.11 "Effective Date" of this Agreement shall be February 20, 1997.
1.12 "Estate" means the estate of the Executive.
1.13 "Holding Company" means Prestige Financial Corporation.
1.14 "Interest Factor" means monthly compounding or discounting, as applicable,
at six (6%) percent per annum.
1.15 "Payout Period" means the time frame during which certain benefits payable
hereunder shall be distributed. Payments shall be made in equal monthly
installments commencing within thirty (30) days following the occurrence of
the event which triggers distribution and continuing for the greater of (i)
One Hundred Eighty (180) months, or (ii) the life of the Executive. For
purposes of the Survivor's Benefit payable hereunder, the Payout Period
shall be One Hundred Eighty (180) consecutive months.
1.16 "Plan Year" shall mean the calendar year. However, "Plan Year" shall mean
February 20, 1997 through December 31, 1997 for the first Plan Year ,
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1.17 "Spouse" means the individual to whom the Executive is legally married at
the time of the Executive's death.
1.18 "Supplemental Retirement Income Benefit" means an annual amount (before
taking into account federal and state income taxes), payable in monthly
installments throughout the Payout Period. The Supplemental Retirement
Income Benefit payable to the Executive is set forth in the Joinder
Agreement.
1.19 "Survivor's Benefit" means an annual amount payable to the Beneficiary in
monthly installments throughout the Payout Period, equal to the amount
designated in the Executive's Joinder Agreement and subject to Subsection
3.2.
1.20 "Year of Service" shall be earned upon completing twelve (12) months of
continuous service (including authorized leaves of absence) during any Plan
Year after the execution date of the Executive's Joinder Agreement.
However, one "Year of Service" shall be earned upon completing ten (10)
months of continuous service (including authorized leaves of absence)
during the first Plan Year.
SECTION II
ESTABLISHMENT OF RABBI TRUST
The Bank intends to establish a rabbi trust into which the Bank intends to
contribute assets which shall be held therein, subject to the claims of the
Bank's creditors in the event of the Bank's "Insolvency" as defined in the
agreement which establishes such rabbi trust, until the contributed assets are
paid to the Executives and their Beneficiaries in such manner and at such times
as specified in this Agreement. It is the intention of the Bank to make
contributions to the rabbi trust to provide the Bank with a source of funds to
assist it in meeting the liabilities of this Agreement. The rabbi trust and any
assets held therein shall conform to the terms of the rabbi trust agreement
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which has been established in conjunction with this Agreement. To the extent the
language in this Agreement is modified by the language in the rabbi trust
agreement, the rabbi trust agreement shall supersede this Agreement. Any
contributions to the rabbi trust shall be made during each Plan Year in
accordance with the rabbi trust agreement. The amount of such contribution(s)
shall be equal to the full present value of all benefit accruals under this
Plan, if any, less: (i) previous contributions made on behalf of the Executive
to the rabbi trust, and (ii) earnings to date on all such previous
contributions.
SECTION III
BENEFITS
3.1 Retirement Benefit. If the Executive is in service with the Bank until
reaching his Benefit Age, the Executive shall be entitled to the
Supplemental Retirement Income Benefit. Such benefit shall commence on the
Executive's Benefit Eligibility Date and shall be payable in monthly
installments throughout the Payout Period. In the event the Executive dies
at any time after attaining his Benefit Age, but prior to completion of all
such payments due and owing hereunder, the Bank shall pay to the
Executive's Beneficiary a continuation of the monthly installments for the
remainder of the Payout Period.
3.2 Death Prior to Benefit Age. If the Executive dies prior to attaining his
Benefit Age but while employed at the Bank, the Executive's Beneficiary
shall be entitled to the Survivor's Benefit. The Survivor's Benefit shall
commence within thirty (30) days of the Executive's death and shall be
payable in monthly installments throughout the Payout Period.
3.3 Involuntary Termination Other Than for Cause. If the Executive's employment
with the Bank is involuntarily terminated prior to the attainment of his
Benefit Age, for any reason other than for Cause, the Executive's death,
disability, or following a Change in Control (as defined), the Executive
(or his Beneficiary) shall be entitled to the Supplemental Retirement
Income Benefit set forth in the Executive's
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Joinder Agreement, based on the Executive's actual age at termination of
employment. Such benefit shall commence within thirty (30) days of such
termination and shall be payable in monthly installments throughout the Payout
Period. In the event the Executive dies prior to commencement or completion of
all such payments due and owing hereunder, the Bank shall pay to the Executive's
Beneficiary a continuation of the monthly installments for the remainder of the
Payout Period.
3.4 Termination of Service Related to a Chance in Control.
If a Change in Control occurs at the Bank, and thereafter the Executive's
employment is terminated (either voluntarily or involuntarily), the Executive
shall be entitled to the Supplemental Retirement Income Benefit set forth in the
Executive's Joinder Agreement, based on the Executive's actual age at
termination of employment. Such benefit shall commence within thirty (30) days
of such termination and shall be payable in monthly installments throughout the
Payout Period. In the event that the Executive dies at any time after
termination of employment, but prior to commencement or completion of all such
payments due and owing hereunder, the Bank, or its successor, shall pay to the
Executive's Beneficiary a continuation of the monthly installments for the
remainder of the Payout Period.
3.5 Termination for Cause. If the Executive is terminated for Cause, all
benefits under this Agreement shall be forfeited and this Agreement shall
become null and void.
3.6 Disability Benefit. Notwithstanding any other provision hereof, if
requested by the Executive and approved by the Board of Directors (which
approval shall not be unreasonably withheld), the Executive shall be
entitled to receive the Disability Benefit hereunder, in any case in which
it is determined by a duly licensed physician selected by the Bank, that
the Executive is no longer able, properly and satisfactorily, to perform
his regular duties as an Executive, because of ill health, accident,
disability or general inability due to age. If the Executive's
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service is terminated pursuant to this paragraph and Board of Director
approval is obtained, the Executive may elect to begin receiving the
Disability Benefit in lieu of his Supplemental Retirement Income Benefit,
which is not available prior to the Executive's Benefit Eligibility Date.
The Disability Benefit shall not begin more than thirty (30) days following
the above-mentioned disability determination. The Disability Benefit shall
equal the Supplemental Retirement Income Benefit set forth in the
Executive's Joinder Agreement, based on the Executive's actual age at the
time of approval of the Disability Benefit by the Board of Directors. The
Disability Benefit shall be payable in monthly installments over the Payout
Period commencing within thirty (30) days of the approval of the Disability
Benefit by the Board of Directors. In the event the Executive dies at any
time after termination of employment due to disability but prior to
commencement or completion of all payments due and owing hereunder, the
Bank shall pay to the Executive's Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period.
3.7 Voluntary Termination of Employment. If the Executive voluntarily
terminates employment with the Bank before reaching his Benefit Age, other
than a voluntary termination following a Change in Control in accordance
with Section 3.4 hereof, all benefits under this Agreement shall be
forfeited and this Agreement shall become null and void with respect to the
Executive.
3.8 Non-Competition During and After Employment.
(a) In consideration of the agreements of the Bank contained herein and of
the payments to be made by the Bank pursuant hereto, the Executive
hereby agrees that, so long as he remains employed by the Bank, he
will devote substantially all of his time, skill, diligence and
attention to the business of the Bank, and will not actively engage,
either directly or indirectly, in any business or other activity which
is or may be deemed to be in any way competitive with or adverse to
the best interests of the business of the Bank.
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(b) The Executive expressly agrees that, as consideration for the
covenants of the Bank contained herein and as a condition to the
performance by the Bank of its obligations hereunder, from and after
any voluntary or involuntary termination of service, other than a
termination of service pursuant to Subsection 3.4, and continuing
throughout the entire Payout Period, as provided herein, he will not,
without the prior written consent of the Bank, engage in, become
interested, directly or indirectly, as a sole proprietor, as a partner
in a partnership, or as a substantial shareholder in a corporation,
nor become associated with, in the capacity of an employee, director,
officer, principal, agent, trustee or in any other capacity
whatsoever, any enterprise conducted in the trading area of the
business of the Bank which enterprise is, or may be deemed to be,
competitive with any business carried on by the Bank as of the date of
the termination of the Executive's employment or his retirement.
(c) In the event of a termination of the Executive's service related to a
Change in Control pursuant to Subsection 3.4, paragraph (b) of this
Subsection 3.8 shall cease to be a condition to the performance by the
Bank of its obligations under this Agreement.
3.9 Breach. In the event of any breach by the Executive of the agreements and
covenants contained herein, the Board of Directors of the Bank shall direct
that any unpaid balance of any payments to the Executive under this
Agreement be suspended, and shall thereupon notify the Executive of such
suspensions, in writing. Thereupon, if the Board of Directors of the Bank
shall determine that said breach by the Executive has continued for a
period of one (1) month following notification of such suspension, all
rights of the Executive and his Beneficiaries under this Agreement,
including rights to further payments hereunder, shall thereupon terminate.
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3.10 Additional Death Benefit - Burial Expense. In addition to the
above-described death benefits, upon the Executive's death, the Executive's
Beneficiary shall be entitled to receive a one-time lump sum death benefit
in the amount of Ten Thousand ($10,000.00) Dollars. This benefit shall be
provided specifically for the purpose of providing payment for burial
and/or funeral expenses of the Executive. Such death benefit shall be
payable within thirty (30) days of the Executive's death. The Executive's
Beneficiary shall not be entitled to such benefit if the Executive is
terminated for Cause prior to death.
SECTION IV
BENEFICIARY DESIGNATION
The Executive shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Joinder Agreement and shall have the right
to change such designation, at any subsequent time, by submitting to the
Administrator in substantially the form attached as Exhibit A to the Joinder
Agreement, a written designation of primary and secondary Beneficiaries. Any
Beneficiary designation made subsequent to execution of the Joinder Agreement
shall become effective only when receipt thereof is acknowledged in writing by
the Administrator.
SECTION V
EXECUTIVE'S RIGHT TO ASSETS
The rights of the Executive, any Beneficiary, or any other person claiming
through the Executive under this Agreement, shall be solely those of an
unsecured general creditor of the Bank. The Executive, the Beneficiary, or any
other person claiming through the Executive, shall only have the right to
receive from the Bank those payments so specified under this Agreement. The
Executive agrees that he, his Beneficiary, or any other person claiming through
him shall have no rights or interests whatsoever in any asset of the Bank,
including any insurance policies or contracts which the Bank may possess or
obtain to informally fund this Agreement. Any asset used or acquired by the Bank
in connection with the liabilities it has assumed under this
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Agreement, unless expressly provided herein, shall not be deemed to be held
under any trust for the benefit of the Executive or his Beneficiaries, nor shall
any asset be considered security for the performance of the obligations of the
Bank. Any such asset shall be and remain, a general, unpledged, and unrestricted
asset of the Bank.
SECTION VI
RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement. The Executive,
his Beneficiaries or any successor in interest to him shall be and remain simply
a general unsecured creditor of the Bank in the same manner as any other
creditor having a general claim for matured and unpaid compensation. The Bank
reserves the absolute right in its sole discretion to either purchase assets to
meet its obligations undertaken by this Agreement or to refrain from the same
and to determine the extent, nature, and method of such asset purchases. Should
the Bank decide to purchase assets such as life insurance, mutual funds,
disability policies or annuities, the Bank reserves the absolute right, in its
sole discretion, to terminate such assets at any time, in whole or in part. At
no time shall the Executive be deemed to have any lien, right, title or interest
in or to any specific investment or to any assets of the Bank. If the Bank
elects to invest in a life insurance, disability or annuity policy upon the life
of the Executive, then the Executive shall assist the Bank by freely submitting
to a physical examination and by supplying such additional information necessary
to obtain such insurance or annuities.
SECTION VII
ALIENABILITY AND ASSIGNMENT PROHIBITION
Neither the Executive nor any Beneficiary under this Agreement shall have
any power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits payable
hereunder, nor shall any of said benefits be
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subject to seizure for the payment of any debts, judgments, alimony or separate
maintenance owed by the Executive or his Beneficiary, nor be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise. In the
event the Executive or any Beneficiary attempts assignment, communication,
hypothecation, transfer or disposal of the benefits hereunder, the Bank's
liabilities shall forthwith cease and terminate.
SECTION VIII
ACT PROVISIONS
8.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary
and Administrator (the "Administrator") of this Agreement. As
Administrator, the Bank shall be responsible for the management, control
and administration of the Agreement as established herein. The
Administrator may delegate to others certain aspects of the management and
operational responsibilities of the Agreement, including the employment of
advisors and the delegation of ministerial duties to qualified individuals.
8.2 Claims Procedure and Arbitration. In the event that benefits under this
Agreement are not paid to the Executive (or to his Beneficiary in the case
of the Executive's death) and such claimants feel they are entitled to
receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are refused.
The Bank and its Board of Directors shall review the written claim and, if
the claim is denied, in whole or in part, they shall provide in writing,
within ninety (90) days of receipt of such claim, their specific reasons
for such denial, reference to the provisions of this Agreement or the
Joinder Agreement upon which the denial is based, and any additional
material or information necessary to perfect the claim. Such writing by the
Bank and its Board of Directors shall further indicate the additional steps
which must be undertaken by claimants if an additional review of the claim
denial is desired.
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If claimants desire a second review, they shall notify the Administrator in
writing within sixty (60) days of the first claim denial. Claimants may
review this Agreement, the Joinder Agreement or any documents relating
thereto and submit any issues and comments, in writing, they may feel
appropriate. In its sole discretion, the Administrator shall then review
the second claim and provide a written decision within sixty (60) days of
receipt of such claim. This decision shall state the specific reasons for
the decision and shall include reference to specific provisions of this
Agreement or the Joinder Agreement upon which the decision is based.
If claimants continue to dispute the benefit denial based upon completed
performance of this Agreement and the Joinder Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may submit the
dispute to mediation, administered by the American Arbitration Association
("AAA") (or a mediator selected by the parties) in accordance with the
AAA's Commercial Mediation Rules. If mediation is not successful in
resolving the dispute, it shall be settled by arbitration administered by
the AAA under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
SECTION IX
MISCELLANEOUS
9.1 No Effect on Employment Rights. Nothing contained herein will confer upon
the Executive the right to be retained in the service of the Bank nor limit
the right of the Bank to discharge or otherwise deal with the Executive
without regard to the existence of the Agreement.
9.2 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of New Jersey, to the extent such laws
are not preempted by the Act and valid regulations published thereunder.
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9.3 Severability. In the event that any of the provisions of this Agreement 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 provisions held invalid or
inoperative, and (2) the validity and enforceability of the remaining
provisions will not be affected thereby.
9.4 Incapacity of Recipient. In the event the Executive is declared incompetent
and a conservator or other person legally charged with the care of his
person or Estate is appointed, any benefits under the Agreement to which
such Executive is entitled shall be paid to such conservator or other
person legally charged with the care of his person or Estate.
9.5 Unclaimed Benefit. The Executive shall keep the Bank informed of his
current address and the current address of his Beneficiaries. The Bank
shall not be obligated to search for the whereabouts of any person. If the
location of the Executive is not made known to the Bank as of the date upon
which any payment of any benefits may first be made, the Bank shall delay
payment of the Executive's benefit payment(s) until the location of the
Executive is made known to the Bank; however, the Bank shall only be
obligated to hold such benefit payment(s) for the Executive until the
expiration of thirty-six (36) months. Upon expiration of the thirty-six
(36) month period, the Bank may discharge its obligation by payment to the
Executive's Beneficiary. If the location of the Executive's Beneficiary is
not made known to the Bank by the end of an additional two (2) month period
following expiration of the thirty-six (36) month period, the Bank may
discharge its obligation by payment to the Executive's Estate. If there is
no Estate in existence at such time or if such fact cannot be determined by
the Bank, the Executive and his Beneficiary(ies) shall thereupon forfeit
any rights to the balance, if any, of any benefits provided for such
Executive and/or Beneficiary under this Agreement.
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9.6 Limitations on Liability. Notwithstanding any of the preceding provisions
of the Agreement, no individual acting as an employee or agent of the Bank,
or as a member of the Board of Directors shall be personally liable to the
Executive or any other person for any claim, loss, liability or expense
incurred in connection with the Agreement.
9.7 Gender. Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.
9.8 Effect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Executive to participate in or be
covered by any qualified or non-qualified pension, profit sharing, group,
bonus or other supplemental compensation or fringe benefit agreement
constituting a part of the Bark's existing or future compensation
structure.
9.9 Suicide. Notwithstanding anything to the contrary in this Agreement, the
benefits otherwise provided herein shall not be payable and this Agreement
shall become null and void if the Executive's death results from suicide,
whether sane or insane, within twenty-four (24) months after the execution
of his Joinder Agreement.
9.10 Inurement. This Agreement shall be binding upon and shall inure to the
benefit of the Bank, its successors and assigns, and the Executive, his
successors, heirs, executors, administrators, and Beneficiaries.
9.11 Tax Withholding. The Bank may withhold from any benefits payable under this
Agreement all federal, state, city, or other taxes as shall be required
pursuant to any law or governmental regulation then in effect.
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9.12 Headings. Headings and sub-headings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this
Agreement.
SECTION X
AMNDMENT/REVOCATION
This Agreement shall not be amended, modified or revoked at any time, in
whole or part, without the mutual written consent of the Executive and the Bank,
and such mutual consent shall be required even if the Executive is no longer
employed by the Bank.
SECTION XI
EXECUTION
11.1 This Agreement sets forth the entire understanding of the parties hereto
with respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Agreement.
11.2 This Agreement shall be executed in triplicate, each copy of which, when so
executed and delivered, shall be an original, but all three copies shall
together constitute one and the same instrument.
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EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME JOINDER AGREEMENT TYPE
(PAYMENT OPTION - 15 YEAR PERIOD CERTAIN OR ▇▇▇)
I,_____________ , and PRESTIGE STATE BANK hereby agree for good and
valuable consideration, the value of which is hereby acknowledged, that I shall
participate in the Executive Supplemental Retirement Income Agreement
("Agreement") established as of Feb 27, 1997, by PRESTIGE STATE BANK, as such
Agreement may now exist or hereafter be modified; and do further agree to the
terms and conditions thereof.
I understand that I must execute this Executive Supplemental Retirement
Income Joinder Agreement Type ("Joinder Agreements) as well as notify the
Administrator of such execution, on or before Feb 27, 1997, in order to
participate in the Plan from its Effective Date. Otherwise, I may execute this
Joinder Agreement and give notice of such execution to the Administrator at
least thirty (30) days prior to any January 1.
My "Benefit Age" shall be sixty-two (62).
My annual "Supplemental Retirement Income Benefit" shall be as set forth below:
Current Supplemental Retirement
Age Income Benefit
--- --------------
47 $ 75,000
48 75,000
49 75,000
50 75,000
51 75,000
52 77,307
53 83,492
54 90,171
55 97,385
56 105,176
57 113,590
58 122,677
59 132,491
60 143,091
61 154,538
62 166,901
My annual "Survivor's Benefit" shall be $166,901, subject to Subsection 3.2.
In general, I understand that my receipt (or my Beneficiary's receipt) of
the Supplemental Retirement Income Benefit (or Survivor's Benefit) shall be
subject to all provisions of the Agreement.
I hereby designate the following individuals as my "Beneficiary" and I am
aware that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries to whom payment under the Agreement shall be made in the event of
my death prior to complete distribution of the benefits due and payable under
the Agreement. I understand that any Beneficiary designation made subsequent to
execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.
PRIMARY BENEFICIARY: _________________________________________________
SECONDARY BENEFICIARY:________________________________________________
I further understand that I am entitled to review or obtain a copy of the
Agreement, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution (below) by
both the Executive and a duly authorized officer of the Bank.
Dated this 27 day of Feb, 1997
_______________________________
(Executive)
_______________________________
(Bank's duly Authorized Officer)
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EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME JOINDER AGREEMENT
BENEFICIARY DESIGNATION
The Executive, under the terms of the Executive Supplemental Retirement
Income Agreement executed by the Bank and dated _________________ 19_, hereby
designates the following Beneficiary to receive any guaranteed payments or death
benefits under such Agreement, following his death:
PRIMARY BENEFICIARY: _________________________________________________
SECONDARY BENEFICIARY:________________________________________________
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE:_______________, 19__
__________________________ __________________________
(WITNESS) EXECUTIVE
__________________________
(WITNESS)
Exhibit A