RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT
FOR ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
GRANITE BANK
Keene, New Hampshire
August, 1996
Financial Institution Consulting Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
WATS: 1-800-873-0089
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
FOR ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
This Restated Executive Supplemental Retirement Income Agreement (the
"Agreement"), effective as of the 12th day of August, 1996, amends and
restates the Supplemental Executive's Retirement Plan for Granite Bank
entered into on December 13, 1993, and formalizes the understanding by and
between GRANITE BANK (the "Bank"), a commercial savings bank, and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ (hereinafter referred to as "Executive"). Granite State Bankshares,
Inc. (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 Executive is employed by the Bank; and
WHEREAS, the Bank recognizes the valuable services heretofore
performed by the Executive and wishes to encourage his continued employment;
and
WHEREAS, the Executive wishes to be assured that he 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 wishes to provide his beneficiary with
benefits from and after death; and
WHEREAS, the Bank and the Executive wish to provide the terms and
conditions upon which the Bank shall pay such additional compensation to the
Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and
WHEREAS, the Bank has adopted this Restated Executive Supplemental
Retirement Income Agreement which controls all issues relating to 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 Account" shall be represented by the bookkeeping
entries required to record the Executive's (i) Phantom Contributions
plus (ii) accrued interest, equal to the Interest Factor, earned to-
date on such amounts. However, neither the existence of such
bookkeeping entries nor the Accrued Benefit Account itself shall be
deemed to create either a trust of any kind, or a fiduciary
relationship between the Bank and the Executive or any Beneficiary.
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Bank" means GRANITE BANK and any successor thereto.
1.4 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary in Exhibit B of this 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 Children, then the Estate
of the Executive will be deemed the Beneficiary.
1.5 "Benefit Age" means the later of: (i) the Executive's sixty-second
(62nd) birthday or (ii) the actual date the Executive's full-time
service with the Bank terminates. The Board of Directors may, however,
in its sole discretion, amend clause (i) of this Subsection to lower
the Executive's Benefit Age in any instance in which the Executive's
employment terminates prior to Retirement Age and the Board of
Directors determines that such an amendment is advisable, based on the
circumstances of such termination, or amend clause (ii) of this
Subsection, upon the Executive's request, to permit the Executive to
commence receiving his Supplemental Retirement Income Benefit upon the
attainment of age sixty-two (62) despite the fact that the Executive's
full-time service with the Bank has not terminated.
1.6 "Benefit Eligibility Date" means the date on which the Executive is
entitled to receive any benefit(s) pursuant to Section(s) III or V of
this Agreement. It shall be the first day of the month following the
month in which the Executive attains his Benefit Age.
1.7 "Board of Directors" means the board of directors of the Bank.
1.8 "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.
1.9 "Change in Control" shall mean and include the following with respect
to the Bank or Holding Company:
(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
(2) a change in control of the Bank or Holding Company within the
meaning of 12 C.F.R. [Section Sign] 225.41 of Regulation Y of
the Federal Reserve Board; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) or "group acting in concert" is
or becomes the "beneficial owner" (as defined in Rule 13d-
3 under the Exchange Act), directly or indirectly, of
securities of the Bank or the Holding Company representing
Ten Percent (10.0%) or more of any class of equity
securities of the Bank or the Holding Company (except for
any securities purchased by the Bank's Employee Stock
Ownership Plan and Trust) or any combination of common
stock, or other securities, rights, options or warrants
that are convertible into or otherwise carry the right to
acquire, shares of any class of equity security that would
constitute, upon such conversion or the exercise of such
right, ten percent (10%) of any class of equity security
of the Bank or the Holding Company after giving effect to
such conversion or exercise; or
(ii) individuals who constitute the board of directors on the
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 stockholders was approved by the Holding
Company's nominating committee which is comprised of
members of the Incumbent Board, shall be, for purposes of
this clause (ii), considered as though he were a member of
the Incumbent Board; or
(iii) merger, consolidation, or sale of all or substantially all
of the assets of the Holding Company occurs; 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 with one or more
corporations as a result of which the outstanding shares
of the class of the Holding Company's securities are
exchanged for or converted into cash or property or
securities not issued by the Holding Company.
The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint
venture, a pool, a joint stock company, a trust, an unincorporated
organization or similar company, a syndicate or any other group formed
for the purpose of acquiring, holding or disposing of securities. The
term "acquire" means obtaining ownership, control, power to vote or
sole power of disposition of stock, directly or indirectly or through
one or more transactions or subsidiaries, through purchase,
assignment, transfer, exchange, succession or other means, including
(1) an increase in percentage ownership resulting from a redemption,
repurchase, reverse stock split or a similar transaction involving
other securities of the same class; and (2) the acquisition of stock
by a group of persons and/or companies acting in concert which shall
be deemed to occur upon the formation of such group, provided that an
investment advisor shall not be deemed to acquire the voting stock of
its advisee if the advisor (a) votes the stock only upon instruction
from the beneficial owner and (b) does not provide the beneficial
owner with advice concerning the voting of such stock. The term
"security" includes nontransferable subscription rights issued
pursuant to a plan of conversion, as well as a "security," as defined
in 15 U.S.C. [Section Sign] 78c(2)(1); and the term "acting in
concert" means (1) knowing participation in a joint activity or
interdependent conscious parallel action towards a common goal whether
or not pursuant to an express agreement, or (2) a combination or
pooling of voting or other interests in the securities of an issuer
for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or
otherwise. Further, acting in concert with any person or company shall
also be deemed to be acting in concert with any person or company that
is acting in concert with such other person or company.
Notwithstanding the above definitions, the Boards, in their
absolute discretion, may make a finding that a Change in Control of
the Bank or the Holding Company has taken place without the occurrence
of any or all of the events enumerated above.
1.10 "Children" means all natural or adopted children of the Executive, and
issue of any predeceased child or children.
1.11 "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
1.12 "Contribution(s)" means those annual contributions which the Bank is
required to make to the Retirement Income Trust Fund on behalf of the
Executive in accordance with Subsection 2.1(a) and in the amounts set
forth in Exhibit A of the Agreement.
1.13 (a) "Disability Benefit" means the benefit payable to the Executive
following a determination, in accordance with Subsection 6.1(a), that
he is no longer able, properly and satisfactorily, to perform his
duties at the Bank.
(b) "Disability Benefit-Supplemental" (if applicable) means the
benefit payable to the Executive's Beneficiary upon the Executive's
death in accordance with Subsection 6.1(b).
1.14 "Effective Date" of this Agreement shall be August 12, 1996.
1.15 "Estate" means the estate of the Executive.
1.16 "Holding Company" means Granite State Bankshares, Inc., a corporation
organized under the laws of the State of New Hampshire, the holding
company for the Bank, and any successor thereto.
1.17 "Interest Factor" means monthly compounding, discounting or
annuitizing, as applicable, at a rate set forth in Exhibit A.
1.18 "Payout Period" means the time frame during which certain benefits
payable hereunder shall be distributed. Payments shall be made in
monthly installments commencing on the first day of the month
following the occurrence of the event which triggers distribution and
continuing for the Executive's life or for a period of two hundred
forty (240) months, whichever is longer. Should the Executive make a
Timely Election to receive a lump sum benefit payment, the Executive's
Payout Period shall be deemed to be one (1) month.
1.19 "Phantom Contributions" means those annual Contributions which the
Bank is no longer required to make on behalf of the Executive to the
Retirement Income Trust Fund. Rather, once the Executive has exercised
the withdrawal rights provided for in Subsection 2.2, the Bank shall
be required to record the annual amounts set forth in Exhibit A of the
Agreement in the Executive's Accrued Benefit Account, pursuant to
Subsection 2.1.
1.20 "Plan Year" shall mean August 12, 1996 through December 31, 1996, for
the first Plan Year. Thereafter, the term shall mean the twelve (12)
month period commencing January 1, 1997 and each consecutive twelve
(12) month period thereafter.
1.21 "Retirement Age" means the Executive's sixty-second (62nd) birthday
provided, however, that the Executive's actual retirement from full-
time employment may occur at any later date mutually agreed upon by
the parties.
1.22 "Retirement Income Trust Fund" means the trust fund account
established by the Executive and into which annual Contributions will
be made by the Bank on behalf of the Executive pursuant to Subsection
2.1. The contractual rights of the Bank and the Executive with respect
to the Retirement Income Trust Fund shall be outlined in a separate
writing to be known as the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust agreement.
1.23 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death, provided, however, that the term
"Spouse" shall not refer to an individual to whom the Executive is
legally married at the time of death if the Executive and such
individual have entered into a formal separation agreement or
initiated divorce proceedings.
1.24 "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. Such benefit is
projected pursuant to the Agreement for the purpose of determining the
Contributions to be made to the Retirement Income Trust Fund (or
Phantom Contributions to be recorded in the Accrued Benefit Account).
The annual Contributions and Phantom Contributions have been
actuarially determined, using the assumptions set forth in Exhibit A,
in order to fund for the projected Supplemental Retirement Income
Benefit. The Supplemental Retirement Income Benefit for which
Contributions (or Phantom Contributions) are being made (or recorded)
is set forth in Exhibit A.
1.25 "Timely Election" means the Executive has made an election to change
the form of his benefit payment(s) by filing with the Administrator a
Notice of Election to Change Form of Payment (Exhibit C of this
Agreement). In the case of benefits payable from the Accrued Benefit
Account, such election shall have been made prior to the event which
triggers distribution and at least two (2) years prior to the
Executive's Benefit Eligibility Date. In the case of benefits payable
from the Retirement Income Trust Fund, such election may be made at
any time.
SECTION II
BENEFITS - GENERALLY
2.1 (a) Retirement Income Trust Fund and Accrued Benefit Account. The
Executive shall establish the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust into
which the Bank shall be required to make annual Contributions on the
Executive's behalf, pursuant to Exhibit A and this Section II of the
Agreement. A trustee shall be selected by the Executive. The trustee
shall maintain an account, separate and distinct from the Executive's
personal contributions, which account shall constitute the Retirement
Income Trust Fund. The trustee shall be charged with the
responsibility of investing all contributed funds. Distributions from
the Retirement Income Trust Fund of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust
may be made by the trustee to the Executive, for purposes of payment
of any income or employment taxes due and owing on Contributions by
the Bank to the Retirement Income Trust Fund, if any, and on any
taxable earnings associated with such Contributions which the
Executive shall be required to pay from year to year, under applicable
law, prior to actual receipt of any benefit payments from the
Retirement Income Trust Fund. If the Executive exercises his
withdrawal rights pursuant to Subsection 2.2, the Bank's obligation to
make Contributions to the Retirement Income Trust Fund shall cease and
the Bank's obligation to record Phantom Contributions in the Accrued
Benefit Account shall immediately commence pursuant to Exhibit A and
this Section II of the Agreement. To the extent this Agreement is
inconsistent with the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust agreement, the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust Agreement shall supersede this
Agreement.
The annual Contributions (or Phantom Contributions) required to be
made by the Bank to the Retirement Income Trust Fund (or recorded by
the Bank in the Accrued Benefit Account) have been actuarially
determined and are set forth in Exhibit A which is attached hereto and
incorporated herein by reference. Contributions shall be made by the
Bank to the Retirement Income Trust Fund (i) within seventy-five (75)
days of establishment of such trust, and (ii) within the first ten
(10) days of the beginning of each subsequent Plan Year, unless this
Section expressly provides otherwise. Phantom Contributions, if any,
shall be recorded in the Accrued Benefit Account within the first
thirty (30) days of the beginning of each applicable Plan Year,
unless this Section expressly provides otherwise. Phantom
Contributions shall accrue interest at a rate equal to the Interest
Factor, during the Payout Period, until the balance of the Accrued
Benefit Account has been fully distributed. Interest on any Phantom
Contribution shall not commence until such Payout Period commences.
The Administrator shall review the schedule of annual Contributions
(or Phantom Contributions) provided for in Exhibit A (i) within thirty
(30) days prior to the close of each Plan Year and (ii) if the
Executive is employed by the Bank until attaining Retirement Age, on
or immediately before attainment of such Retirement Age. Such review
shall consist of an evaluation of the accuracy of all assumptions used
to establish the schedule of Contributions (or Phantom Contributions).
Provided that (i) the Executive has not exercised his withdrawal
rights pursuant to Subsection 2.2 and (ii) the investments contained
in the Retirement Income Trust Fund have been deemed reasonable by the
Bank, the Administrator shall prospectively amend or supplement the
schedule of Contributions provided for in Exhibit A should the
Administrator determine during any such review that an increase in or
supplement to the schedule of Contributions is necessary in order to
adequately fund the Retirement Income Trust Fund so as to provide an
annual benefit (or to provide the lump sum equivalent of such benefit,
as applicable) equal to the Supplemental Retirement Income Benefit, on
an after-tax basis, commencing at Benefit Age and payable for the
duration of the Payout Period.
(b) Withdrawal Rights Not Exercised.
(1) Contributions Made Annually
If the Executive does not exercise any withdrawal rights pursuant to
Subsection 2.2, the annual Contributions to the Retirement Income
Trust Fund shall continue each year, unless this Subsection 2.1(b)
specifically states otherwise, until the earlier of (i) the last Plan
Year that Contributions are required pursuant to Exhibit A, or (ii)
the Plan Year of the Executive's termination of employment.
(2) Termination Following a Change in Control
If the Executive does not exercise his withdrawal rights pursuant to
Subsection 2.2 and a Change in Control occurs at the Bank, followed
within thirty-six (36) months by either (i) the Executive's
involuntary termination of employment, or (ii) Executive's voluntary
termination of employment after: (A) a material change in the
Executive's function, duties, or responsibilities, which change would
cause the Executive's position to become one of lesser responsibility,
importance, or scope from the position the Executive held at the time
of the Change in Control, (B) a relocation of the Executive's
principal place of employment by more than thirty (30) miles from its
location prior to the Change in Control, or (C) a material reduction
in the benefits and perquisites to the Executive from those being
provided at the time of the Change in Control, the Contribution set
forth below shall be required of the Bank. The Bank shall be required
to make a final Contribution to the Retirement Income Trust Fund
within ten (10) days of the Executive's termination of employment
equal to the present value (using the Interest Factor) of all
remaining Contributions which would have been required to be made on
behalf of Executive if Executive had remained in the employ of the
Bank until Benefit Age; provided, however, in no event shall the
Contribution be less than an amount which is sufficient to provide the
Executive with after-tax benefits (assuming a constant tax rate equal
to the rate in effect as of the date of Executive's termination)
beginning at his Benefit Age, equal in amount to that benefit which
would have been payable to the Executive if no secular trust had been
implemented and the benefit obligation had been accrued under APB
Opinion No. 12, as amended by FAS 106.
.
(3) Termination For Cause
If the Executive does not exercise his withdrawal rights pursuant to
Subsection 2.2, and is terminated for Cause pursuant to Subsection
5.2, no further Contribution(s) to the Retirement Income Trust Fund
shall be required of the Bank, and if not yet made, no Contribution
shall be required for the Plan Year in which such termination for
Cause occurs.
(4) Involuntary Termination of Employment.
If the Executive does not exercise his withdrawal rights pursuant to
Subsection 2.2, and the Executive's employment with the Bank is
involuntarily terminated for any reason, including a termination due
to disability of the Executive but excluding termination for Cause, or
termination following a Change in Control, within ten (10) days of
such involuntary termination of employment, the Bank shall be required
to make an immediate lump sum Contribution to the Executive's
Retirement Income Trust Fund in an amount equal to the: (i) the full
Contribution required for the Plan Year in which such involuntary
termination occurs, if not yet made, plus (ii) the present value
(computed using a discount rate equal to the Interest Factor) of the
lesser of (A) the next five (5) years Contributions to the Retirement
Income Trust Fund or (B) all remaining Contributions to the Retirement
Income Trust Fund; provided however, that, if necessary, an amount
shall be contributed to the Retirement Income Trust Fund which is
sufficient to provide the Executive with after tax benefits (assuming
a constant tax rate equal to the rate in effect as of the date of the
Executive's termination) beginning at his Benefit Age, equal in amount
to that benefit which would have been payable to the Executive if no
secular trust had been implemented and the benefit obligation had been
accrued under APB Opinion No. 12, as amended by FAS 106.
(5) Death During Employment.
If the Executive does not exercise any withdrawal rights pursuant to
Subsection 2.2, and dies while employed by the Bank, and if, following
the Executive's death, the assets of the Retirement Income Trust Fund
are insufficient to provide the Supplemental Retirement Income Benefit
to which the Executive is entitled, the Bank shall be required to make
a Contribution to the Retirement Income Trust Fund equal to the sum of
the remaining Contributions set forth on Exhibit A, after taking into
consideration any payments under any life insurance policies that may
have been obtained on the Executive's life by the Retirement Income
Trust Fund. Such final contribution shall be payable in a lump sum to
the Retirement Income Trust Fund within thirty (30) days of the
Executive's death.
(c) Withdrawal Rights Exercised.
(1) Phantom Contributions Made Annually.
If the Executive exercises his withdrawal rights pursuant to
Subsection 2.2, no further Contributions to the Retirement Income
Trust Fund shall be required of the Bank. Thereafter, Phantom
Contributions shall be recorded annually in the Executive's Accrued
Benefit Account within ten (10) days of the beginning of each Plan
Year, commencing with the first Plan Year following the Plan Year in
which the Executive exercises his withdrawal rights. Such Phantom
Contributions shall continue to be recorded annually, unless this
Subsection 2.1(c) specifically states otherwise, until the earlier of
(i) the last Plan Year that Phantom Contributions are required
pursuant to Exhibit A, or (ii) the Plan Year of the Executive's
termination of employment.
(2) Termination Following a Change in Control
If the Executive exercises his withdrawal rights pursuant to
Subsection 2.2, Phantom Contributions shall commence in the Plan Year
following the Plan Year in which the Executive first exercises his
withdrawal rights. If a Change in Control occurs at the Bank, and
within thirty-six (36) months of such Change in Control, the
Executive's employment is either (i) involuntarily terminated, or (ii)
voluntarily terminated by the Executive after: (A) a material change
in the Executive's function, duties, or responsibilities, which change
would cause the Executive's position to become one of lesser
responsibility, importance, or scope from the position the Executive
held at the time of the Change in Control, (B) a relocation of the
Executive's principal place of employment by more than thirty (30)
miles from its location prior to the Change in Control, or (C) a
material reduction in the benefits and perquisites to the Executive
from those being provided at the time of the Change in Control, the
Phantom Contribution set forth below shall be required of the Bank.
The Bank shall be required to record a lump sum Phantom Contribution
in the Accrued Benefit Account within ten (10) days of the Executive's
termination of employment. The amount of such final Phantom
Contribution shall be actuarially determined based on the Phantom
Contribution required, at such time, in order to provide a benefit via
this Agreement equivalent to the Supplemental Retirement Income
Benefit, on an after-tax basis, commencing on the Executive's Benefit
Eligibility Date and continuing for the duration of the Payout Period.
(Such actuarial determination shall reflect the fact that amounts
shall be payable from both the Accrued Benefit Account as well as the
Retirement Income Trust Fund and shall also reflect the amount and
timing of any withdrawal(s) made by the Executive from the Retirement
Income Trust Fund pursuant to Subsection 2.2.)
(3) Termination For Cause
If the Executive is terminated for Cause pursuant to Subsection 5.2,
the entire balance of the Executive's Accrued Benefit Account at the
time of such termination, which shall include any Phantom
Contributions which have been recorded plus interest accrued on such
Phantom Contributions, shall be forfeited.
(4) Involuntary Termination of Employment.
If the Executive exercises his withdrawal rights pursuant to
Subsection 2.2, and the Executive's employment with the Bank is
involuntarily terminated for any reason including termination due to
disability of the Executive, but excluding termination for Cause, or
termination following a Change in Control, within ten (10) days of
such involuntary termination of employment, the Bank shall be required
to record a final Phantom Contribution in an amount equal to: (i) the
full Phantom Contribution required for the Plan Year in which such
involuntary termination occurs, if not yet made, plus (ii) the present
value (computed using a discount rate equal to the Interest Factor) of
the lesser of (A) the next five (5) years Contributions to the
Retirement Income Trust Fund or (B) all remaining Phantom
Contributions.
(5) Death During Employment.
If the Executive exercises his withdrawal rights pursuant to
Subsection 2.2, and dies while employed by the Bank, Phantom
Contributions included on Exhibit A shall be required of the Bank.
Such Phantom Contributions shall commence in the Plan Year following
the Plan Year in which the Executive exercises his withdrawal rights
and shall continue through the Plan Year in which the Executive dies.
The Bank shall also be required to record a final Phantom Contribution
within thirty (30) days of the Executive's death. The amount of such
final Phantom Contribution shall be actuarially determined based on
the Phantom Contribution required at such time (if any), in order to
provide a benefit via this Agreement equivalent to the Supplemental
Retirement Income Benefit commencing within thirty (30) days of the
date the Administrator receives notice of the Executive's death and
continuing for the duration of the Payout Period. (Such actuarial
determination shall reflect the fact that amounts shall be payable
from the Accrued Benefit Account as well as the Retirement Income
Trust Fund and shall also reflect the amount and timing of any
withdrawal(s) made by the Executive pursuant to Subsection 2.2.)
2.2 Withdrawals From Retirement Income Trust Fund.
Exercise of withdrawal rights by the Executive pursuant to the ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ Grantor Trust agreement shall terminate the Bank's obligation
to make any further Contributions to the Retirement Income Trust Fund,
and the Bank's obligation to record Phantom Contributions pursuant to
Subsection 2.1(c) shall commence. For purposes of this Subsection 2.2,
"exercise of withdrawal rights" shall mean those withdrawal rights to
which the Executive is entitled under Article III of the ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ Grantor Trust agreement and shall exclude any distributions made
by the trustee of the Retirement Income Trust Fund to the Executive
for purposes of payment of income taxes in accordance with Subsection
2.1 of this Agreement and the tax reimbursement formula contained in
the trust document, or other trust expenses properly payable from the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust pursuant to the provisions of the trust
document.
2.3 Benefits Payable From Retirement Income Trust Fund
Notwithstanding anything else to the contrary in this Agreement, in
the event that the trustee of the Retirement Income Trust Fund
purchases a life insurance policy with the Contributions to and, if
applicable, earnings of the Trust, and such life insurance policy is
intended to continue in force beyond the Payout Period for the
disability or retirement benefits payable from the Retirement Income
Trust Fund pursuant to this Agreement, then the Trustee shall have
discretion to determine the portion of the cash value of such policy
available for purposes of annuitizing the Retirement Income Trust Fund
to provide the disability or retirement benefits payable under this
Agreement, after taking into consideration the amounts reasonably
believed to be required in order to maintain the cash value of such
policy to continue such policy in effect until the death of the
Executive and payment of death benefits thereunder.
SECTION III
RETIREMENT BENEFIT
3.1 (a) Normal form of payment.
If (i) the Executive is employed with the Bank until reaching his
Retirement Age, and (ii) the Executive has not made a Timely Election
to receive a lump sum benefit, this Subsection 3.1(a) shall be
controlling with respect to retirement benefits.
Upon attaining his Benefit Age, the Retirement Income Trust Fund shall
become available to the Executive for any lump sum or period
distributions which the Executive may desire, provided reasonable
notice of such distribution(s) is communicated by the Executive to the
trustee of the Retirement Income Trust Fund. In the event the
Executive dies at any time after attaining his Benefit Age, but prior
to complete liquidation of the Retirement Income Trust Fund, the
balance of the Retirement Income Trust Fund shall be paid to the
Executive's Beneficiary in a lump sum.
The Executive's Accrued Benefit Account (if applicable), is measured
as of the Executive's Benefit Age, shall be annuitized (using the
Interest Factor) into monthly installments and shall be payable for
the Payout Period. Such benefit payments shall commence on the
Executive's Benefit Eligibility Date. In the event the Executive dies
at any time after attaining his Benefit Age, but prior to commencement
or completion of all the payments due and owing hereunder, (i) the
Bank shall pay to the Executive's Beneficiary the same monthly
installments (or a continuation of such monthly installments if they
have already commenced) for the balance of months remaining in the
Payout Period, or (ii) the Executive's Beneficiary may request to
receive the remainder of any unpaid benefit payments in a lump sum
payment. If a lump sum payment is requested by the Beneficiary, the
amount of such lump sum payment shall be equal to the unpaid balance
of the Executive's Accrued Benefit Account. Payment in such lump sum
form shall be made only if the Executive's Beneficiary (i) obtains
Board of Director approval, and (ii) notifies the Administrator in
writing of such election within ninety (90) days of the Executive's
death. Such lump sum payment, if approved by the Board of Directors,
shall be made within thirty (30) days of such Board of Director
approval.
(b) Alternative payout option.
If (i) the Executive is employed with the Bank until reaching his
Retirement Age, and (ii) the Executive has made a Timely Election to
receive a lump sum benefit, this Subsection 3.1(b) shall be
controlling with respect to retirement benefits.
The balance of the Retirement Income Trust Fund, measured as of the
Executive's Benefit Age, shall be paid to the Executive in a lump sum
on his Benefit Eligibility Date. In the event the Executive dies after
becoming eligible for such payment (upon attainment of his Benefit
Age), but before the actual payment is made, his Beneficiary shall be
entitled to receive the lump sum benefit in accordance with this
Subsection 3.1(b) within thirty (30) days of the date the
Administrator receives notice of the Executive's death.
The balance of the Executive's Accrued Benefit Account (if
applicable), measured as of the Executive's Benefit Age, shall be paid
to the Executive in a lump sum on his Benefit Eligibility Date. In the
event the Executive dies after becoming eligible for such payment
(upon attainment of his Benefit Age), but before the actual payment is
made, his Beneficiary shall be entitled to receive the lump sum
benefit in accordance with this Subsection 3.1(b) within thirty (30)
days of the date the Administrator receives notice of the Executive's
death.
SECTION IV
PRE-RETIREMENT DEATH BENEFIT
4.1 (a) Normal form of payment.
If (i) the Executive dies while employed by the Bank, and (ii) the
Executive has not made a Timely Election to receive a lump sum
benefit, this Subsection 4.1(a) shall be controlling with respect to
pre-retirement death benefits.
The balance of the Executive's Retirement Income Trust Fund, measured
as of the later of (i) the Executive's death, or (ii) the date any
final lump sum Contribution is made pursuant to Subsection 2.1(b),
shall be paid to the Executive's Beneficiary in a lump sum within
thirty (30) days of the date the Administrator receives notice of the
Executive's death.
The Executive's Accrued Benefit Account (if applicable), measured as
of the later of (i) the Executive's death or (ii) the date any final
lump sum Phantom Contribution is recorded in the Accrued Benefit
Account pursuant to Subsection 2.1(c), shall be annuitized (using the
Interest Factor) into monthly installments and shall be payable to the
Executive's Beneficiary for the Payout Period. Such benefit payments
shall commence within thirty (30) days of the date the Administrator
receives notice of the Executive's death, or if later, within thirty
(30) days after any final lump sum Phantom Contribution is recorded in
the Accrued Benefit Account in accordance with Subsection 2.1(c). The
Executive's Beneficiary may request to receive the remainder of any
unpaid monthly benefit payments due from the Accrued Benefit Account
in a lump sum payment. If a lump sum payment is requested by the
Beneficiary, the amount of such lump sum payment shall be equal to the
balance of the Executive's Accrued Benefit Account. Payment in such
lump sum form shall be made only if the Executive's Beneficiary (i)
obtains Board of Director approval, and (ii) notifies the
Administrator in writing of such election within ninety (90) days of
the Executive's death. Such lump sum payment, if approved by the Board
of Directors, shall be payable within thirty (30) days of such Board
of Director approval.
(b) Alternative payout option.
If (i) the Executive dies while employed by the Bank, and (ii) the
Executive has made a Timely Election to receive a lump sum benefit,
this Subsection 4.1(b) shall be controlling with respect to pre-
retirement death benefits.
The balance of the Executive's Retirement Income Trust Fund, measured
as of the later of (i) the Executive's death, or (ii) the date any
final lump sum Contribution is made pursuant to Subsection 2.1(b),
shall be paid to the Executive's Beneficiary in a lump sum within
thirty (30) days of the date the Administrator receives notice of the
Executive's death.
The balance of the Executive's Accrued Benefit Account (if
applicable), measured as of the later of (i) the Executive's death, or
(ii) the date any final Phantom Contribution is recorded pursuant to
Subsection 2.1(c), shall be paid to the Executive's Beneficiary in a
lump sum within thirty (30) days of the date the Administrator
receives notice of the Executive's death.
SECTION V
BENEFIT(S) IN THE EVENT OF TERMINATION OF SERVICE
PRIOR TO RETIREMENT AGE
5.1 Voluntary or Involuntary Termination of Service Other Than for Cause.
In the event the Executive's service with the Bank is voluntarily or
involuntarily terminated prior to Retirement Age, for any reason
including a Change in Control, but excluding (i) any disability
related termination for which the Board of Directors has approved
early payment of benefits pursuant to Subsection 6.1, (ii) the
Executive's pre-retirement death, which shall be covered in Section
IV, or (iii) termination for Cause, which shall be covered in
Subsection 5.2, the Executive (or his Beneficiary) shall be entitled
to receive benefits in accordance with this Subsection 5.1. Payments
of benefits pursuant to this Subsection 5.1 shall be made in
accordance with Subsection 5.1 (a) or 5.1 (b) below, as applicable.
(a) Normal form of payment.
(1) Executive Lives Until Benefit Age
If (i) after such termination, the Executive lives until attaining his
Benefit Age, and (ii) the Executive has not made a Timely Election to
receive a lump sum benefit, this Subsection 5.1(a)(1) shall be
controlling with respect to retirement benefits.
Upon attaining his Benefit Age, the Retirement Income Trust Fund shall
become available to the Executive for any lump sum or period
distributions which the Executive may desire, provided reasonable
notice of such distribution(s) is communicated by the Executive to the
trustee of the Retirement Income Trust Fund. In the event the
Participant dies at any time after attaining his Benefit Age, but
prior to complete liquidation of the Retirement Income Trust Fund, the
balance of the Retirement Income Trust Fund shall be paid to the
Executive 's Beneficiary in a lump sum.
The Executive's Accrued Benefit Account (if applicable), measured as
of the Executive's Benefit Age, shall be annuitized (using the
Interest Factor) into monthly installments and shall be payable for
the Payout Period. Such benefit payments shall commence on the
Executive's Benefit Eligibility Date. In the event the Executive dies
at any time after attaining his Benefit Age, but prior to commencement
or completion of all the payments due and owing hereunder, (i) the
Bank shall pay to the Executive's Beneficiary the same monthly
installments (or a continuation of such monthly installments if they
have already commenced) for the balance of months remaining in the
Payout Period, or (ii) the Executive's Beneficiary may request to
receive the remainder of any unpaid benefit payments in a lump sum
payment. If a lump sum payment is requested by the Beneficiary, the
amount of such lump sum payment shall be equal to the unpaid balance
of the Executive's Accrued Benefit Account. Payment in such lump sum
form shall be made only if the Executive's Beneficiary (i) obtains
Board of Director approval, and (ii) notifies the Administrator in
writing of such election within ninety (90) days of the Executive's
death. Such lump sum payment, if approved by the Board of Directors,
shall be made within thirty (30) days of such Board of Director
approval.
(2) Executive Dies Prior to Benefit Age
If (i) after such termination, the Executive dies prior to attaining
his Benefit Age, and (ii) the Executive has not made a Timely Election
to receive a lump sum benefit, this Subsection 5.1(a)(2) shall be
controlling with respect to retirement benefits.
The Retirement Income Trust Fund, measured as of the date of the
Executive's death, shall be paid to the Executive's Beneficiary in a
lump sum. Such benefit payment shall commence within thirty (30) days
of the date the Administrator receives notice of the Executive's
death.
The Executive's Accrued Benefit Account (if applicable), measured as
of the date of the Executive's death, shall be annuitized (using the
Interest Factor) into monthly installments and shall be payable for
the Payout Period. Such payments shall commence within thirty (30)
days of the date the Administrator receives notice of the Executive's
death. The Executive's Beneficiary may request to receive the unpaid
balance of the Executive's Accrued Benefit Account in the form of a
lump sum payment. If a lump sum payment is requested by the
Beneficiary, payment of the balance of the Accrued Benefit Account in
such lump sum form shall be made only if the Executive's Beneficiary
(i) obtains Board of Director approval, and (ii) notifies the
Administrator in writing of such election within ninety (90) days of
the Executive's death. Such lump sum payment, if approved by the Board
of Directors, shall be made within thirty (30) days of such Board of
Director approval.
(b) Alternative Payout Option.
(1) Executive Lives Until Benefit Age
If (i) after such termination, the Executive lives until attaining his
Benefit Age, and (ii) the Executive has made a Timely Election to
receive a lump sum benefit, this Subsection 5.1(b)(1) shall be
controlling with respect to retirement benefits.
The balance of the Retirement Income Trust Fund, measured as of the
Executive's Benefit Age, shall be paid to the Executive in a lump sum
on his Benefit Eligibility Date. In the event the Executive dies after
becoming eligible for such payment (upon attainment of his Benefit
Age), but before the actual payment is made, his Beneficiary shall be
entitled to receive the lump sum benefit in accordance with this
Subsection 5.1(b)(1) within thirty (30) days of the date the
Administrator receives notice of the Executive's death.
The balance of the Executive's Accrued Benefit Account (if
applicable), measured as of the Executive's Benefit Age, shall be paid
to the Executive in a lump sum on his Benefit Eligibility Date. In the
event the Executive dies after becoming eligible for such payment
(upon attainment of his Benefit Age), but before the actual payment is
made, his Beneficiary shall be entitled to receive the lump sum
benefit in accordance with this Subsection 5.1(b)(1) within thirty
(30) days of the date the Administrator receives notice of the
Executive's death.
(2) Executive Dies Prior to Benefit Age
If (i) after such termination, the Executive dies prior to attaining
his Benefit Age, and (ii) the Executive has made a Timely Election to
receive a lump sum benefit, this Subsection 5.1(b)(2) shall be
controlling with respect to pre-retirement death benefits.
The balance of the Retirement Income Trust Fund, measured as of the
date of the Executive's death, shall be paid to the Executive's
Beneficiary within thirty (30) days of the date the Administrator
receives notice of the Executive's death.
The balance of the Executive's Accrued Benefit Account (if
applicable), measured as of the date of the Executive's death, shall
be paid to the Executive's Beneficiary within thirty (30) days of the
date the Administrator receives notice of the Executive's death.
5.2 Termination For Cause.
If the Executive is terminated for Cause, all benefits under this
Agreement, other than those which can be paid from previous
Contributions to the Retirement Income Trust Fund (and earnings on
such Contributions), shall be forfeited. Furthermore, no further
Contributions (or Phantom Contributions, as applicable) shall be
required of the Bank for the year in which such termination for Cause
occurs (if not yet made). The Executive shall be entitled to receive a
benefit in accordance with this Subsection 5.2.
The balance of the Executive's Retirement Income Trust Fund shall be
paid to the Executive in a lump sum on his Benefit Eligibility Date.
In the event the Executive dies prior to his Benefit Eligibility Date,
his Beneficiary shall be entitled to receive the balance of the
Executive's Retirement Income Trust Fund in a lump sum within thirty
(30) days of the date the Administrator receives notice of the
Executive's death.
SECTION VI
OTHER BENEFITS
6.1 (a) Disability Benefit.
If the Executive's service is terminated prior to Retirement Age due
to a disability which meets the criteria set forth below, the
Executive may request to receive the Disability Benefit in lieu of the
retirement benefit(s) available pursuant to Section 5.1 (which is
(are) not available prior to the Executive's Benefit Eligibility
Date).
In any instance in which: (i) it is determined by a duly licensed,
independent physician selected by the Bank, that the Executive is no
longer able, properly and satisfactorily, to perform his regular
duties as an officer, because of ill health, accident, disability or
general inability due to age, (ii) the Executive requests payment
under this Subsection in lieu of Subsection 5.1, and (iii) Board of
Director approval is obtained to allow payment under this Subsection,
in lieu of Subsection 5.1, the Executive shall be entitled to the
following lump sum benefit(s). The lump sum benefit(s) to which the
Executive is entitled shall include: (i) the balance of the Retirement
Income Trust Fund, plus (ii) the balance of the Accrued Benefit
Account (if applicable). The benefit(s) shall be paid within thirty
(30) days following the date of the Executive's request for such
benefit is approved by the Board of Directors. In the event the
Executive dies after becoming eligible for such payment(s) but before
the actual payment(s) is (are) made, his Beneficiary shall be entitled
to receive the benefit(s) provided for in this Subsection 6.1(a)
within thirty (30) days of the date the Administrator receives notice
of the Executive's death.
(b) Disability Benefit - Supplemental.
Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Executive's death, the Bank shall make a direct, lump
sum payment to the Executive's Beneficiary in an amount equal to the
sum of all remaining Contributions (or Phantom Contributions) set
forth in Exhibit A, but not required pursuant to Subsection 2.1(b) (or
2.1(c)) due to the Executive's disability-related termination. Such
lump sum payment, if approved by the Board of Directors, shall be
payable to the Executive's Beneficiary within thirty (30) days of such
Board of Director approval.
6.2 Additional Death Benefit - Burial Expense. Upon the Executive's death,
the Executive's Beneficiary shall also be entitled to receive a one-
time lump sum death benefit in the amount of Thirty Thousand Dollars
($30,000.00). This benefit shall be paid directly from the Bank to the
Beneficiary and 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 from the
date the Administrator receives notice 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 VII
BENEFICIARY DESIGNATION
The Executive shall make an initial designation of primary and
secondary Beneficiaries upon execution of this Agreement and shall
have the right to change such designation, at any subsequent time, by
submitting to (i) the Administrator, and (ii) the trustee of the
Retirement Income Trust Fund, in substantially the form attached as
Exhibit B to this Agreement, a written designation of primary and
secondary Beneficiaries. Any Beneficiary designation made subsequent
to execution of this Agreement shall become effective only when
receipt is acknowledged in writing by the Administrator.
SECTION VIII
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 or amounts
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
Agreement shall not be deemed to be held under any trust for the
benefit of the Executive or his Beneficiaries, unless such asset is
contained in the rabbi trust described in Section XII of this
Agreement. Any such asset shall be and remain, a general, unpledged
asset of the Bank in the event of the Bank's insolvency.
SECTION IX
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,
other than those Contributions required to be made to the Retirement
Income Trust Fund. 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 replace such
assets from time to time or to terminate its investment in 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 X
ACT PROVISIONS
10.1 Named Fiduciary and. 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.
10.2 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 Administrator shall review the written claim and, if the
claim is denied, in whole or in part, it shall provide in writing,
within ninety (90) days of receipt of such claim, its specific reasons
for such denial, reference to the provisions of this Agreement upon
which the denial is based, and any additional material or information
necessary to perfect the claim. Such writing by the Administrator
shall further indicate the additional steps which must be undertaken
by claimants if an additional review of the claim denial is desired.
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 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 upon which the decision is
based.
If claimants continue to dispute the benefit denial based upon
completed performance of this Agreement or the meaning and effect of
the terms and conditions thereof, then claimants may submit the
dispute to a Board of Arbitration for final arbitration. Said Board of
Arbitration shall consist of one member selected by the claimant, one
member selected by the Bank, and the third member selected by the
first two members. The Board of Arbitration shall operate under any
generally recognized set of arbitration rules. The parties hereto
agree that they, their heirs, personal representatives, successors and
assigns shall be bound by the decision of such Board of Arbitration
with respect to any controversy properly submitted to it for
determination.
SECTION XI
MISCELLANEOUS
11.1 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.
11.2 State Law. The Agreement is established under, and will be construed
according to, the laws of the state of New Hampshire, to the extent
such laws are not preempted by the Act and valid regulations published
thereunder.
11.3 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.
11.4 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.
11.5 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 from the Accrued Benefit
Account 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 the Executive's Accrued Benefit Account provided for such
Executive and/or Beneficiary under this Agreement.
11.6 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.
11.7 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.
11.8 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 Bank's existing or future
compensation structure.
11.9 Suicide. Notwithstanding anything to the contrary in this Agreement,
if the Executive's death results from suicide, whether sane or insane,
within twenty-six (26) months after execution of this Agreement, all
further Contributions to the Retirement Income Trust Fund (or Phantom
Contributions recorded in the Accrued Benefit Account) shall thereupon
cease, and no Contribution (or Phantom Contribution) shall be made by
the Bank to the Retirement Income Trust Fund (or recorded in the
Accrued Benefit Account) in the year such death resulting from suicide
occurs (if not yet made). All benefits other than those available from
previous Contributions to the Retirement Income Trust Fund under this
Agreement shall be forfeited, and this Agreement shall become null and
void. The balance of the Retirement Income Trust Fund, measured as of
the Executive's date of death, shall be paid to the Beneficiary within
thirty (30) days of the date the Administrator receives notice of the
Executive's death.
11.10 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.
11.11 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.
11.12 Establishment of a Rabbi Trust. The Bank shall establish a rabbi trust
into which the Bank shall 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 such rabbi trust agreement),
until the contributed assets are paid to the Executive and/or his
Beneficiary in such manner and at such times as specified in this
Agreement. It is the intention of the Bank that the contribution or
contributions to the rabbi trust shall provide the Bank with a source
of funds to assist it in meeting the liabilities of this Agreement.
11.13 Source of Payments. All payments provided in this Agreement shall be
timely paid in cash or check from the general funds of the Bank or the
assets of the rabbi trust, to the extent made from the Accrued Benefit
Account. The Holding Company, however guarantees payment and provision
of all amounts and benefits due to the Executive from the Accrued
Benefit Account or Contribution to the Retirement Income Trust Fund
and, if such Contributions, amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits
shall be paid or provided by the Holding Company.
SECTION XII
AMENDMENT/PLAN TERMINATION
12.1 Amendment or Plan Termination. The Bank intends this Agreement to be
permanent, but reserves the right to amend or terminate the Agreement
when, in the sole opinion of the Bank, such amendment or termination
is advisable. However, any termination of the Agreement which is done
in anticipation of or pursuant to a "Change in Control", as defined in
Subsection 1.9, shall be deemed to trigger Subsection 2.1(b)(2) (or
2.1(c)(2), as applicable) of the Agreement notwithstanding the
Executive's continued employment, and benefit(s) shall be paid from
the Retirement Income Trust Fund (and Accrued Benefit Account, if
applicable) in accordance with Subsection 13.2 below and with
Subsections 2.1(b)(2) (or 2.1(c)(2), as applicable). Any amendment or
termination of the Agreement by the Bank shall be made pursuant to a
resolution of the Board of Directors of the Bank and shall be
effective as of the date of such resolution. No amendment or
termination of the Agreement by the Bank shall directly or indirectly
deprive the Executive of all or any portion of the Executive's
Retirement Income Trust Fund (and Accrued Benefit Account, if
applicable) as of the effective date of the resolution amending or
terminating the Agreement.
Notwithstanding the above, if the Executive does not exercise any
withdrawal rights pursuant to Subsection 2.2, and if at any time after
the final Contribution is made to the Retirement Income Trust Fund the
Executive elects to terminate the Retirement Income Trust Fund and
receive a distribution of the assets of the Retirement Income Trust
Fund, then upon such distribution this Agreement shall terminate.
12.2 Executive's Right to Payment Following Plan Termination. In the event
of a termination of the Agreement, the Executive shall be entitled to
the balance, if any, of his Retirement Income Trust Fund (and Accrued
Benefit Account, if applicable). However, if such termination is done
in anticipation of or pursuant to a "Change in Control," such
balance(s) shall include the final Contribution (or final Phantom
Contribution) made (or recorded) pursuant to Subsection 2.1(b)(2) (or
2.1(c)(2)). Payment of the balance(s) of the Executive's Retirement
Income Trust Fund (and Accrued Benefit Account, if applicable) shall
not be dependent upon his continuation of employment with the Bank
following the termination date of the Agreement. Payment of the
balance(s) of the Executive's Retirement Income Trust Fund (and
Accrued Benefit Account, if applicable) shall be made in a lump sum
within thirty (30) days of the date of termination of the Agreement.
SECTION XIII
EXECUTION
13.1 This Agreement and the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust agreement set
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 and the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust agreement.
13.2 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.
IN WITNESS WHEREOF, the Bank and the Executive have caused this
Agreement to be executed on the day and date first above written.
ATTEST: GRANITE BANK:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chairman, Personnel Committee
_____________________________ _____________________________
Secretary (Title)
ATTEST: GRANITE STATE BANKSHARES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________ _____________________________
Secretary
Chairman, Personnel Committee
_____________________________
(Title)
WITNESS: EXECUTIVE:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________ ____________________________
CONDITIONS, ASSUMPTIONS,
AND
SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS
1. Interest Factor - for purposes of:
a. the Accrued Benefit Account - shall be Six percent (6%) per
annum, compounded monthly.
b. the Retirement Income Trust Fund - for purposes of annuitizing
the balance of the Retirement Income Trust Fund over the Payout
Period, the trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Grantor Trust shall
exercise discretion in selecting the appropriate rate given the
nature of the investments contained in the Retirement Income
Trust Fund and the expected return associated with the
investments.
2. The amount of the annual Contributions (or Phantom Contributions) to
the Retirement Income Trust Fund (or Accrued Benefit Account) has been
based on the annual incremental accounting accruals which would be
required of the Bank through the earlier of the Executive's death or
Retirement Age, (i) pursuant to APB Opinion No. 12, as amended by FAS
106 and (ii) assuming a discount rate equal to Six percent (6%) per
annum, in order to provide the unfunded, non-qualified Supplemental
Retirement Income Benefit.
3. Supplemental Retirement Income Benefit means an actuarially determined
annual amount equal to One Hundred Eighty Four Thousand Seven Hundred
Ninety Seven Dollars ($184,797.00) at age 62.
The Supplemental Retirement Income Benefit:
* the definition of Supplemental Retirement Income Benefit has
been incorporated into the Agreement for the sole purpose of
actuarially establishing the amount of annual Contributions (or
Phantom Contributions) to the Retirement Income Trust Fund (or
Accrued Benefit Account). The amount of any actual retirement,
pre-retirement or disability benefit payable pursuant to the
Agreement will be a function of (i) the amount and timing of
Contributions (or Phantom Contributions) to the Retirement
Income Trust Fund (or Accrued Benefit Account) and (ii) the
actual investment experience of such Contributions (or the
monthly compounding rate of Phantom Contributions).
Exhibit A
4. Schedule of Annual Gross Contributions/Phantom Contributions
Plan Year Amount
1996 $358,748
1997 256,873
1998 256,873
1999 256,873
2000 256,873
2001 256,873
2002 256,873
2003 256,873
2004 256,873
2005 256,873*
2006 256,873**
2007 256,873**
2008 256,873**
* If retirement occurs at age 62, the contribution for Plan Year 2005
would be $161,869.
** Contributions/Phantom Contributions for the years 2005, 2006, and 2007
shall only be required if Executive actually continues in the
employment of the Bank during those years and shall not be required if
Executive's employment terminates prior to such years due to
retirement, death, disability, a Change in Control of the Bank or
Holding Company, or other voluntary or involuntary termination of
employment.
Exhibit A - Cont'd.
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
BENEFICIARY DESIGNATION
The Executive, under the terms of the Executive Supplemental
Retirement Income Agreement executed by the Bank, dated the 12th day of
August, 1996, hereby designates the following Beneficiary(ies) to receive
any guaranteed payments or death benefits under such Agreement, following
his death:
PRIMARY BENEFICIARY: Bankers Trust Company and ▇▇▇▇ ▇▇▇▇▇, as
successor co-trustees of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ Trust executed on the 25th day
of March, 1996.
SECONDARY BENEFICIARY: __________________________________
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: December 16, 1996
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________ ______________________________
(WITNESS) EXECUTIVE
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________
(WITNESS)
Exhibit B
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
NOTICE OF ELECTION TO CHANGE FORM OF PAYMENT
TO: Bank
Attention:
I hereby give notice of my election to change the form of payment of
my Supplemental Retirement Income Benefit, as specified below. I understand
that such notice, in order to be effective, must be submitted in accordance
with the time requirements described in my Executive Supplemental Retirement
Income Agreement.
[ ] I hereby elect to change the form of payment of my benefits from
monthly installments throughout my Payout Period to a lump sum benefit
payment.
[ ] I hereby elect to change the form of payment of my benefits from a
lump sum benefit payment to monthly installments throughout my Payout
Period. Such election hereby revokes my previous notice of election to
receive a lump sum form of benefit payments.
______________________________
Executive
______________________________
Date
Acknowledged
By: __________________________
Title: _______________________
______________________________
Date
Exhibit C