EXHIBIT 10.5
GUARANTY BANCSHARES, INC.
GUARANTY BANK & TRUST, N.A.
ADDISON, TEXAS
EXECUTIVE DEFERRED CONTRIBUTION PLAN
The Executive Deferred Contribution Plan of Guaranty Bancshares, Inc. and Guaranty Bank & Trust, N.A. (the “Plan”) is adopted effective January 1, 2022 (“Effective Date”). The purpose of the Plan is to provide certain employees and Board members an opportunity to defer the receipt of compensation pursuant to Sections 409A and 451 of the Internal Revenue Code of 1986 (“Code”). It is intended to be an unfunded arrangement for the benefit of a select group of highly compensated or management employees.
Accordingly, Guaranty hereby adopts the Plan pursuant to the terms and provisions set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings hereinafter set forth. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for the ease of reference only, and are not to be construed so as to alter the terms hereof.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
Participation in the Plan is voluntary. In order to participate, an Eligible Participant must make written application in such manner as may be required by Section 3.1 and by the Company and must agree to make Elective Contributions as provided in Article III.
ARTICLE III
CONTRIBUTIONS
A Participant may authorize the Company to contribute to the Plan on his behalf Elective Contributions. Such Elective Contributions shall be stated as either a dollar amount or a whole percentage of Compensation to be earned by the Participant.
On adoption of the Plan and on a Participant’s initial Entry Date, each Participant shall be given thirty (30) days to elect Elective Contributions. Such written notice shall contain an election of the dollar amount or percentage of his Compensation to be contributed and authorization for the Company to reduce his Compensation by such amount. The election shall remain in force until suspended or revised by the
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Participant. Elective Contributions may be suspended or revised at any time by giving prior written notice. After suspension, the Participant shall not be eligible for further Elective Contributions until the beginning of the next Plan Year, for which notice must be given at least thirty (30) days prior to such Plan Year.
ARTICLE IV
DEEMED INVESTMENT OF PARTICIPANTS ACCOUNT
Subject to such limitations as may from time to time be required by law, imposed by the Committee, or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Committee, each Participant may communicate to the Committee directions as to how his or her Deferred Compensation Account should be deemed to be invested among such categories of deemed investments as may be made available by the Committee hereunder. In such a case, the Participant’s Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest, as applicable, of the designated deemed investments.
ARTICLE V
ALLOCATION OF CONTRIBUTIONS AND EARNINGS
The Company will maintain on its books a Deferred Compensation Account for each Participant to which shall be credited Contributions under Article III and credits and debits under Article IV.
ARTICLE VI
VESTING
The Participants shall have a 100% vested right to the amounts credited to their Deferred Compensation Account, payable at the time and in the form specified in the Plan.
ARTICLE VII
DISTRIBUTIONS
In the case of any key employee (as defined in Code section 416(i)) during a time at which the stock of the Company is publicly traded on an established securities market or otherwise, a payment upon a separation from service may not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six-month period, the date of death of the Participant).
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(a) expenses for medical care previously incurred by the Participant, the Participant’s spouse, or any dependents of the Participant, or necessary for these persons to obtain medical care; or
(B) payments necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage on that residence.
ARTICLE VIII
FORM OF BENEFIT DISTRIBUTION
ARTICLE IX
ADMINISTRATION OF PLAN
ARTICLE X
AMENDMENT OR TERMINATION
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Notwithstanding the provisions of Section 10.1, the Plan may be amended by the Company at any time, retroactively if required, if found necessary, in the opinion of the Company, in order to assure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 301(a)(3), and 401(a)(1) and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder.
ARTICLE XI
GENERAL PROVISIONS
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IN WITNESS WHEREOF, the Company has formally adopted this Plan as of the date and year first above written.
GUARANTY BANCSHARES, INC GUARANTY BANK & TRUST N.A.
By: /s/ Ty Abston _
Ty Abston
Chairman of the Board and CEO
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