EXHIBIT 10.25
ADDENDUM A
THE CORTLAND SAVINGS AND BANKING COMPANY
SECOND AMENDED SPLIT DOLLAR AGREEMENT AND ENDORSEMENT
THIS SECOND AMENDED SPLIT DOLLAR AGREEMENT AND ENDORSEMENT (this
"Agreement") is entered into as of this ___________ day of __________, 200___ by
and between The Cortland Savings and Banking Company, an Ohio-chartered
commercial bank located in Cortland, Ohio (the "Bank"), and ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer of the Bank (the
"Executive"). This Agreement shall append the Split Dollar Policy Endorsement
entered into on even date herewith or as subsequently amended, by and between
the aforementioned parties.
WHEREAS, to encourage the Executive to remain an employee of the Bank, the
Bank entered into an Amended Salary Continuation Agreement dated as of November
6, 2002 with the Executive, providing for specified retirement benefits for the
Executive after termination of his employment, and an Amended Split Dollar
Agreement attached thereto as Addendum A, providing for division of the death
proceeds of a life insurance policy on the Executive's life to be effective
until the Executive attains age 65 or until the Executive's employment
terminates, whichever first occurs,
WHEREAS, the Bank and the Executive have negotiated and agreed to
miscellaneous changes in the terms and conditions of the Amended Salary
Continuation Agreement and the Amended Split Dollar Agreement attached thereto
as Addendum A,
WHEREAS, the Bank and the Executive are entering into a Second Amended
Salary Continuation Agreement effective as of the date hereof, superseding and
replacing in its entirety the November 6, 2002 Amended Salary Continuation
Agreement, and the Bank and the Executive intend that this Second Amended Split
Dollar Agreement and Endorsement shall be attached as Addendum A to the Second
Amended Salary Continuation Agreement, superseding and replacing in its entirety
the Amended Split Dollar Agreement attached as Addendum A to the November 6,
2002 Amended Salary Continuation Agreement.
NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Agreement are used herein
as defined in the Second Amended Salary Continuation Agreement dated as of the
date of this Agreement between the Bank and the Executive. The following terms
shall have the meanings specified:
1.1 Administrator means the administrator described in Article 7.
1.2 Insured means the Executive.
1.3 Insurer means each life insurance carrier for which there is a Split
Dollar Policy Endorsement attached to this Agreement.
1.4 Policy means the specific life insurance policy or policies issued by
the Insurer(s).
1.5 Split Dollar Policy Endorsement means the form required by the
Administrator or the Insurer to indicate the Executive's interest, if any, in a
Policy on such Executive's life.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have
the right to exercise all incidents of ownership. The Bank shall be the
beneficiary of the remaining death proceeds of the Policy after the Executive's
interest is paid according to Section 2.2 below.
2.2 Executive's Interest. The Executive shall have the right to designate
the beneficiary of death proceeds in the amount of $807,051. The Executive or
the Executive's transferee shall also have the right to elect and change
settlement options that may be permitted. The Executive, the Executive's
transferee or the Executive'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 if the Executive is not in the full-time employment of the Bank at
the time of death, except for reason of a leave of absence approved by the Bank.
2.3 Option to Purchase. Upon termination of this Agreement, the Bank shall
not sell, surrender, or transfer ownership of the Policy without first giving
the Executive or the Executive's transferee the option to purchase the Policy
for a period of 60 days from written notice of such intention. The purchase
price shall be an amount equal to the cash surrender value of the Policy.
2.4 Comparable Coverage. The Bank may replace the Policy with a comparable
insurance policy to cover the benefit provided under this Agreement, in which
case the Bank and the Executive shall execute a new Split-Dollar Policy
Endorsement for the comparable insurance policy.
2.5 Internal Revenue Code Section 1035 Exchanges. The Executive recognizes
and agrees that the Bank may after this Agreement is adopted wish to exchange
the Policy of life insurance on the Executive's life for another contract of
life insurance insuring the Executive's life. Provided that the Policy is
replaced (or intended to be replaced) with a comparable policy of life
insurance, the Executive agrees to provide medical information and cooperate
with medical insurance-related testing required by a prospective insurer for
implementing the Policy or, if necessary, for modifying or updating to a
comparable insurer.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Bank shall pay any premiums due on the Policy.
3.2 Economic Benefit. The Administrator shall annually determine the
economic benefit attributable to the Executive based on the amount of the
current term rate for the Executive's age multiplied by the aggregate death
benefit payable to the Executive's beneficiary. The "current term rate" is the
minimum amount required to be imputed under applicable Internal Revenue Service
authority.
3.3 Imputed Income. The Bank shall impute the economic benefit to the
Executive on an annual basis.
ARTICLE 4
ASSIGNMENT
The Executive may irrevocably assign without consideration all of the
Executive's interest in the Policy and in this Agreement to any person, entity,
or trust established by the Executive or the Executive's spouse. If the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Agreement shall be vested in
the Executive's transferee, who shall be substituted as a party hereunder and
the Executive shall have no further interest in this Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound by the terms of the Policy only. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits, and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Agreement.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. Any person or entity who has not received benefits
under this Agreement that he or she believes should be paid (the "claimant")
shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Administrator a written claim for the benefits.
6.1.2 Timing of Administrator Response. The Administrator shall
respond to such claimant within 90 days after receiving the claim. If the
Administrator determines that special circumstances require additional time
for processing the claim, the 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 Administrator expects to render its decision.
6.1.3 Notice of Decision. If the Administrator denies part or all of
the claim, the Administrator shall notify the claimant in writing of such
denial. The 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 this 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
(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.
6.2 Review Procedure. If the Administrator denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the
Administrator of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Administrator's notice of
denial, must file with the Administrator a written request for review.
6.2.2 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 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.
6.2.3 Considerations on Review. In considering the review, the
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.
6.2.4 Timing of Administrator Response. The Administrator shall
respond in writing to such claimant within 60 days after receiving the
request for review. If the Administrator determines that special
circumstances require additional time for processing the claim, the
Administrator can extend the response period by an additional 60 days by
notifying the claimant in writing before 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 Administrator
expects to render its decision.
6.2.5 Notice of Decision. The Administrator shall notify the claimant
in writing of its decision on review. The 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).
ARTICLE 7
ADMINISTRATION OF AGREEMENT
7.1 Administrator Duties. This Agreement shall be administered by an
Administrator, which shall consist of the Board or such committee as the Board
shall appoint. The Executive may be a member of the Administrator. The
Administrator shall also have the discretion and authority to (a) make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of this Agreement and (b) decide or resolve any and all
questions, including interpretations of this Agreement, as may arise in
connection with the Agreement.
7.2 Agents. In the administration of this Agreement, the 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.
7.3 Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in connection with
the administration, interpretation, and application of this Agreement and the
rules and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Agreement.
7.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless
the members of the 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 Administrator
or any of its members.
7.5 Information. To enable the Administrator to perform its functions, the
Bank shall supply full and timely information to the Administrator on all
matters relating to the date and circumstances of the retirement, death, or
Termination of Employment of the Executive, and such other pertinent information
as the Administrator may reasonably require.
ARTICLE 8
MISCELLANEOUS
8.1 Amendment and Termination of Agreement. This Agreement may be amended
or terminated solely by a written agreement signed by the Bank and the
Executive. However, this Agreement shall terminate upon the first to occur of
any of the following:
(a) Surrender, lapse, or other termination of the Policy by the Bank,
(b) Distribution of the death benefit proceeds in accordance with Section
2.2 above,
(c) Upon the Executive's 65th birthday, and
(d) Upon the Executive's Termination of Employment.
8.2 Binding Effect. This Agreement shall bind the Executive and the Bank
and their beneficiaries, survivors, executors, administrators, and transferees,
and any Policy beneficiary.
8.3 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain 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 Executive's right to terminate employment at any
time.
8.4 Successors; Binding Agreement. By an assumption agreement in form and
substance satisfactory to the Executive, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Bank would be required to perform this Agreement if no
succession had occurred. The Bank's failure to obtain such an assumption
agreement before succession becomes effective shall be considered a breach of
the Agreement and shall entitle the Executive to the Change-in-Control benefit
payable under Section 2.4 of the Second Amended Salary Continuation Agreement
between the Bank and the Executive.
8.5 Applicable Law. This Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of Ohio, except to
the extent preempted by the laws of the United States of America.
8.6 Entire Agreement. This Agreement and the Second Amended Salary
Continuation Agreement constitute the entire agreement between the Bank and the
Executive as to the subject matter hereof. No rights are granted to the
Executive under this Agreement other than those specifically set forth herein.
Effective immediately, this Agreement supersedes in its entirety the Amended
Split Dollar Agreement attached as Addendum A to the November 6, 2002 Amended
Salary Continuation Agreement.
8.7 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 Bank's obligations.
8.8 Severability. If for any reason any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held invalid, and each such other provision shall continue in full force and
effect to the full extent consistent with law. If any provision of this
Agreement is held invalid in part, such invalidity shall not affect the
remainder of the provision not held invalid, and the remainder of the provision
together with all other provisions of this Agreement shall continue in full
force and effect to the full extent consistent with law.
8.9 Headings. Caption headings and subheadings herein are included solely
for convenience of reference and shall not affect the meaning or interpretation
of any provision of this Agreement.
8.10 Notices. All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.
(a) If to the Bank, to:
Board of Directors
The Cortland Savings and Banking Company
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(b) If to the Executive, to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
The Cortland Savings and Banking Company
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Bank have executed this Agreement as of the date first written above.
EXECUTIVE: BANK:
The Cortland Savings and Banking Company
By:
------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Its:
-----------------------------------
AGREEMENT TO COOPERATE WITH INSURANCE UNDERWRITING INCIDENT TO INTERNAL
REVENUE CODE SECTION 1035 EXCHANGE
I acknowledge that I have read the Second Amended Split Dollar Agreement
and Endorsement and agree to be bound by its terms, particularly the covenant on
my part set forth in section 2.5 of the Second Amended Split Dollar Agreement
and Endorsement to provide medical information and cooperate with medical
insurance-related testing required by an insurer to issue a comparable insurance
policy to cover the benefit provided under this Second Amended Split Dollar
Agreement and Endorsement.
------------------------------------- ----------------------------------------
Witness ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
SPLIT DOLLAR POLICY ENDORSEMENT
Insured: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Insurer: Security Life of Denver
Policy No. 1567991
Pursuant to the terms of The Cortland Savings and Banking Company Second
Amended Split Dollar Agreement and Endorsement dated as of ______________, 200_,
the undersigned Owner requests that the above-referenced policy issued by the
Insurer provides for the following beneficiary designation and limited contract
ownership rights to the Insured:
1. Upon the death of the Insured, proceeds shall be paid in one sum to the
Owner, its successors or assigns, to the extent of its interest in the policy.
It is hereby provided that the Insurer may rely solely upon a statement from the
Owner as to the amount of proceeds it is entitled to receive under this
paragraph.
2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of the preceding paragraph shall be paid in one sum to:
________________________________________________________________________________
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
________________________________________________________________________________
CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive rights to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph that is available under the terms of the policy, and to
assign all rights and interests granted under this paragraph are hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise the rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms
of the policy.
4. Any payment directed by the Owner under this endorsement shall be a full
discharge of the Insurer, and such discharge shall be binding on all parties
claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf
this document is executed.
Signed at _______________________, Ohio this ____ day of ______, 200_.
INSURED: OWNER:
The Cortland Savings and Banking Company
By:
------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Its:
-----------------------------------
SPLIT DOLLAR POLICY ENDORSEMENT
Insured: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Insurer: Great-West Life & Annuity Insurance Company
Policy No. 85998032
Pursuant to the terms of The Cortland Savings and Banking Company Second
Amended Split Dollar Agreement and Endorsement dated as of _________________,
200_, the undersigned Owner requests that the above-referenced policy issued by
the Insurer provides for the following beneficiary designation and limited
contract ownership rights to the Insured:
1. Upon the death of the Insured, proceeds shall be paid in one sum to the
Owner, its successors or assigns, to the extent of its interest in the policy.
It is hereby provided that the Insurer may rely solely upon a statement from the
Owner as to the amount of proceeds it is entitled to receive under this
paragraph.
2. Any proceeds at the death of the Insured in excess of the amount paid
under the provisions of the preceding paragraph shall be paid in one sum to:
________________________________________________________________________________
PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
________________________________________________________________________________
CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER
The exclusive rights to change the beneficiary for the proceeds payable under
this paragraph, to elect any optional method of settlement for the proceeds paid
under this paragraph that is available under the terms of the policy, and to
assign all rights and interests granted under this paragraph are hereby granted
to the Insured. The sole signature of the Insured shall be sufficient to
exercise the rights. The Owner retains all contract rights not granted to the
Insured under this paragraph.
3. It is agreed by the undersigned that this designation and limited
assignment of rights shall be subject in all respects to the contractual terms
of the policy.
4. Any payment directed by the Owner under this endorsement shall be a full
discharge of the Insurer, and such discharge shall be binding on all parties
claiming any interest under the policy.
The undersigned for the Owner is signing in a representative capacity and
warrants that he or she has the authority to bind the entity on whose behalf
this document is executed.
Signed at ____________, Ohio this __________ day of ____________, 200___.
INSURED: OWNER:
The Cortland Savings and Banking Company
By:
------------------------------------- ------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Its:
-----------------------------------