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EXHIBIT 10.8
EXECUTIVE SUPPLEMENTAL INCOME AGREEMENT
(Combined)
AGREEMENT entered into this 29th day of May, 1986, by and between
COMMERCIAL BANKING AND TRUST COMPANY, PARKERSBURG, WEST VIRGINIA, hereinafter
called the "Bank," party of the first part, and WILLIAM E. MILDREN, JR.,
hereinafter called the "Officer," party of the second part.
W I T N E S S E T H :
WHEREAS, the Officer has been employed by the Bank and is currently employed
by the Bank in an executive capacity;
WHEREAS, the Bank desires to retain the valuable services and business
counsel of the Officer and to induce the Officer to remain in an executive
capacity with the Bank;
WHEREAS, the Bank wishes to retain the Officer in order to prevent the
substantial financial loss which the Bank would incur if the Officer were to
leave and were to enter the employment of a competitor;
WHEREAS, the Officer is considered a highly compensated officer or member of
a select management group of the Bank;
NOW, THEREFORE, the Bank promises to pay the Officer the benefits provided
herein, subject to the terms and conditions set forth hereinafter, in
consideration for the Officer's promise to remain in the continuous employment
of the Bank until the earlier of the date of his disability or retirement, or
voluntary termination or discharge without cause on or after the date on which
a Merger, Buyout, or Substantial Change in Ownership occurs; and the parties
hereto agree hereby that the following shall constitute the terms of this
Agreement:
ARTICLE 1. DEFINITIONS
For the purposes of this Agreement, whenever the context so indicates, the
singular or plural number and the masculine, feminine, or neuter gender shall
be deemed to include the other, the terms, "he," "his," and "him," shall
refer to the Officer, and the capitalized terms shall have the following
meanings:
Beneficiary: The person or persons the Officer has designated in writing
to the Bank; if none, then the Officer's Spouse, if living;
if none, then the Children of the Officer; if none, then the
Estate of the Officer.
Buyout: A transaction or series of transactions wherein the Bank is
sold, either through the sale of a controlling interest in
the Bank's voting stock or through the sale of substantially
all of the Bank's assets, to a party not having a
controlling interest in the Bank's voting stock on the date
of execution of this Agreement.
Children: The Officer's children, both natural and adopted, then
living at the time payments are due are the Children under
this Agreement.
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Deferred Compensation
Benefit: The benefit provided to the Officer at his Retirement Age,
provided he has satisfied the conditions and terms of this
Agreement, as calculated in Article 3.
Estate: Means the Estate of the Officer. The benefits remaining,
if any, after death of the Officer, the Officer's designated
Beneficiaries, Spouse, and Children shall be paid to the
Estate of the Officer.
Just Cause: Theft, fraud, embezzlement or willful misconduct causing
significant property damage to the Bank or personal injury
to another employee. In the event the Officer is discharged
for Just Cause, he agrees to consent to the revocation of
this Agreement. In the event of such revocation, this
Agreement shall be null and void and neither the Officer
nor his Beneficiaries shall have a claim against the Bank.
Merger: A transaction or series of transactions wherein the Bank is
combined with another business entity, and after which the
persons who had owned, either directly or indirectly, a
controlling interest in the Bank's voting stock on the date
of execution of this Agreement own less than a controlling
interest in the voting stock of the combined entity. For
the purposes of this Agreement, the term "Merger" shall
include any event or series of events as described in the
immediately preceding sentence, whether or not the combined
entity retains the name of the Bank, retains the name of
the business entity that acquired a controlling interest
in the Bank, or a new name is given to the combined entity.
Retirement Age: Normal Retirement Age shall be age 65, or later at election
of the Board. Early retirement may be elected by the
Officer at any time after age 55. Benefits payable under
this Agreement shall be actuarially reduced for retirement
prior to age 65.
Spouse: The individual to whom the Officer is legally married at
the time of the Officer's death.
Substantial
Change In
Ownership: A transaction or series of transactions in which fifteen
percent or more of the voting stock of the Bank is acquired
by or for a person or business entity, either of which did
not own, either directly or indirectly, a controlling
interest in the voting stock of the Bank on the date that
this Agreement was executed. The above shall not apply to
stock purchased by the Employee Stock Ownership Plan (ESOP)
at Commercial Banking and Trust Company.
Year of Service: Twelve full months of continuous employment by the Officer.
A fractional Year of Service shall accrue at a rate of
one-twelfth of a Year of Service for each full month of
continuous employment, and benefits under this Plan shall
be adjusted accordingly.
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The above definitions shall apply only to this Agreement and in any event
shall not be construed as applying to any employee benefit plan(s) qualified
under Section 401(a) of the Internal Revenue Code of 1954 as amended that the
Bank or an affiliated company maintains, currently maintains, or will maintain.
ARTICLE 2. PAYMENT OF PRE RETIREMENT (DEATH) BENEFITS
The Bank agrees that if the Officer dies prior to attaining Retirement
Age while covered by the provisions of this Agreement, then the Bank will pay
the Officer's Beneficiaries in the manner prescribed in Article 5 of this
Agreement, the sum of Sixty-One Thousand and no/100 Dollars ($61,000.00)
per annum for one year, payable monthly in twelve equal installments, to
commence on the first business day of the month following the month in which
the Officer died. The Bank further agrees that if the Officer dies prior to
attaining Retirement Age, then the Bank will pay the Officer's Beneficiaries
in the manner prescribed in Article 5 of this Agreement, the sum of Forty-Five
Thousand Seven Hundred Fifty and no/100 Dollars ($45,750.00) per annum for
four years, payable monthly in forty-eight equal installments, to commence
on the first business day of the month immediately following the date on
which the last payment was made under the provisions of the immediately
preceding sentence; and at the conclusion of this four year period, the Bank
will pay the sum of Thirty Thousand Five Hundred and no/100 Dollars
($30,500.00) per annum for ten years, payable monthly in one hundred twenty
equal installments. The payment of any amount under this Article 2 will be
subject to the conditions and limitations set out elsewhere in this Agreement,
and will be payable upon the first business day of each month.
ARTICLE 3. DEFERRED COMPENSATION
If the Officer is still in the employ of the Bank at retirement and
covered under this Agreement, whether or not temporarily or permanently
disabled, the Bank shall, after the Officer's retirement, commence payments
as provided in this Article 3 and set forth below. Subject to the provisions
and limitations of this Agreement, the Bank shall pay to the Officer a monthly
benefit which shall commence the first day of the month next following the
Officer's retirement date and shall be payable monthly thereafter until one
hundred eighty payments have been made.
A. At Retirement. Subject to the provisions and limitations of this
Agreement, the Bank shall pay to the Officer the sum of Forty-Eight Thousand
Four Hundred Forty-One and no/100 Dollars ($48,441.00) per annum payable in
twelve equal installments which shall commence the first day of the month
next following the officer's attainment of Retirement Age and shall be
payable monthly thereafter until all payments have been made.
B. Retirement Prior To Age 65. The Officer may retire after age 55
with the approval of the Board of Directors unless there has been a Buyout,
Merger, or Substantial Change in Ownership. If there has been a Buyout,
Merger, or Substantial Change in ownership, the Officer can retire at any
time after attaining age 55 without Board approval. The amount payable due
to early retirement will be the amount payable under Article 3A above
actuarially reduced. Such payments are to begin the first day of the month
next following the effective date of the Officer's retirement.
C. Death Benefit. In the event of death of the Officer while covered
by this Agreement on or after retirement regardless of age, payments as
stated in paragraph A of Article 3 above shall be made as provided in Article
5 commencing on the first day of the month after the Officer's death. In
the event the Officer dies while covered by this Agreement prior to
retirement, Article 2 shall control. However, in no
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event shall payments be made under provisions of Article 2 if payments are
being made under provisions of Article 3.
ARTICLE 4. CONDITIONS
A. Normal Employment. The payment of benefits under this Agreement to
the Officer or Officer's Beneficiaries is conditioned upon the continuous
employment (periods of temporary disability and authorized leave of absence
shall be considered as periods of employment) of the Officer by the Bank
from date of execution of this Agreement until the date the Officer attains
Retirement Age or becomes deceased, and upon the Officer's compliance with
the terms of this Agreement so long as he lives and payments are due under
terms of this Agreement; provided, however, in the event of a Buyout, Merger,
or Substantial Change in Ownership, continuous employment of the Officer
shall be required only until the date of the Officer's voluntary termination
or discharge without Just Cause.
B. Early Termination/Discharge. Notwithstanding paragraph A above,
the Officer or his Beneficiaries shall be entitled to payment at Retirement
Age of a portion of the benefit defined in Article 2 or Article 3 whichever
applies should he prior to Retirement Age voluntarily terminate his employment
on the date of or any date subsequent to a Buyout, Merger, or Substantial
Change in Ownership; become permanently disabled; or if he should be
discharged from employment by the Bank without Just Cause on the date of or
on any date subsequent to a Buyout, Merger, or Substantial Change in
ownership. The percentage payable shall be determined by reference to the
vesting schedule contained herein.
C. Vesting Schedule. In the event of a Buyout, Merger, or Substantial
Change in Ownership the following vesting schedule shall apply. The Officer
shall earn one year, or portion thereof, of benefit payments for each year,
or portion thereof, of service to the Bank up to a maximum of fifteen years.
In the event benefit payments are due under provisions of Article 2, the
vesting schedule shall apply to the first year's benefit first, then the
second, and continue until the Officer's vested service is exhausted. Such
service commences with the inclusion of the Officer in the Executive
Supplemental Income Plan.
ARTICLE 5. PAYMENTS TO BENEFICIARIES
For purposes of this Agreement, Beneficiaries shall mean the person or
persons designated by the Officer in writing on forms furnished by the Bank.
Such Officer may then from time to time change the designated Beneficiaries
by written notice to the Bank, and upon such change, the rights of all
previously designated Beneficiaries to receive any benefits under this
Agreement shall cease. If, at the date of death of the officer, no duly
designated Beneficiary exists, or if the officer has revoked a prior
designation by a writing filed with the Bank without having filed a new
designation, then for purposes of this Agreement, the legally recognized
Spouse of the officer living at his death shall be the beneficiary; if none,
then the Children, natural and adopted, then living; if none, then the
officer's Estate.
ARTICLE 6. FUNDING
The Bank's obligations under this Agreement shall be an unfunded and
unsecured promise to pay. The Bank shall not be obligated under any
circumstances to fund its obligations under this Agreement. The Bank may,
however, at its sole and exclusive option, elect to fund this Agreement in
whole or in part.
ARTICLE 7. OFFICER RIGHT TO ASSETS
The rights of the Officer or his Beneficiaries shall be solely those of
an unsecured general creditor of the Bank. The Officer or his Beneficiaries
shall only have the right to receive from the Bank those payments
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as specified under this Agreement. The Officer agrees that neither he nor
his Beneficiaries shall have any rights or interests whatsoever in any asset
of the Bank. Any asset used or acquired by the Bank in connection with the
liabilities the Bank has assumed under this Agreement, except as expressly
provided, shall not be deemed to be held under any trust for the benefit of
the Officer or his Beneficiaries, nor shall it be considered security for
the performance of the obligations of the Bank. It shall be, and remain, a
general, unpledged, and unrestricted asset of the Bank.
ARTICLE 8. ACCELERATION OF PAYMENT
The Bank may accelerate the payment of any benefits payable under this
Agreement with the consent of the Officer or his Beneficiaries. In the event
it is agreed to accelerate these payments, the present value of any future
payments shall be paid to the Officer or his Beneficiaries.
ARTICLE 9. LEAVES OF ABSENCE
The Bank may, in its sole discretion, permit the Officer to take a leave
of absence; each such period shall not exceed one year in length. During
such leave, the Officer shall be considered to be in the continuous
employment of the Bank for purposes of this Agreement.
ARTICLE 10. ASSIGNABILITY
Except insofar as this provision may be contrary to applicable law, no
sale, transfer, alienation, assignment, pledge, collateralization, or
attachment of any benefits under this Agreement shall be valid or recognized
by the Bank.
ARTICLE 11. AMENDMENT/REVOCATION
Prior to retirement, this Agreement may be amended, modified, or revoked
at any time, in whole or part, by the Bank except in the event of a Buyout,
Merger, or Substantial Change in Ownership. On or after a Buyout, Merger, or
Substantial Change in Ownership, mutual consent of the Officer and the Bank
shall be required to amend, modify, or revoke this Agreement.
ARTICLE 12. LAW GOVERNING/ENFORCEMENT/PARTIES
This Agreement shall be governed by the laws of the state of West
Virginia. This Agreement is solely between the Bank and the Officer.
Furthermore, the Officer or his Beneficiaries shall only have recourse
against the Bank for enforcement of the Agreement. However, it shall be
binding upon the Beneficiaries, heirs, executors and administrators of the
Officer, and upon any and all successors and assigns of the Bank.
ARTICLE 13. 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 provision held invalid or inoperative, and (2)
the validity and enforceability of the remaining provisions will not be
affected thereby.
ARTICLE 14. INCOMPETENCY
If the Bank shall find that any person to whom any payment is payable
under this Agreement is unable to care for their affairs because of illness
or accident, or is a minor, any payment due (unless a prior claim therefore
shall have been made by a duly appointed guardian, committee, or other legal
representative) may be paid to the Spouse, a child, a parent, a brother or
sister, or a custodian determined pursuant to the Uniform Gift to Minors Act,
or to any person deemed by the Bank to have incurred expense for such person
otherwise entitled to payment, in such manner and proportions as the Bank may
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determine. Any such payment shall be a complete discharge of the liabilities
of the Bank under this Agreement.
ARTICLE 15. EXECUTION
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 hereof, the parties have caused this Agreement to be executed
on this 29th day of May, 1986.
/s/ William E. Mildren, Jr.
William E. Mildren, Jr.
COMMERCIAL BANKING AND TRUST COMPANY
PARKERSBURG, WEST VIRGINIA
BY:
/s/ Larry G. Johnson
Sr. VP
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COMMERCIAL BANK AND TRUST
PARKERSBURG, WEST VIRGINIA
ADDENDUM TO
EXECUTIVE SUPPLEMENTAL INCOME AGREEMENT
This Addendum to the Executive Supplemental Income Agreement covering
WILLIAM E. MILDREN, JR. enumerates the dollar amount of death and retirement
benefits payable under the Executive Supplemental Income Agreement. All
rights and payment provisions are controlled by the Executive Supplemental
Income Agreement effective on the 7th day of February, 1994. This Addendum
revokes any previously dated Addendum.
ANNUAL PRE-RETIREMENT DEATH BENEFIT.
Year 1: $115,000
Years 2 - 5: $ 86,250
Years-6 - 15: $ 57,500
ANNUAL POST-RETIREMENT BENEFIT.
$48,441 payable for 15 years
IN WITNESS WHEREOF, the parties hereto have executed this Addendum this
7th day of February, 1994, each acknowledging receipt of a fully signed
original hereof.
/s/ William E. Mildren, Jr.
WILLIAM E. MILDREN, JR.
COMMERCIAL BANK AND TRUST
PARKERSBURG, WEST VIRGINIA
BY:
/s/ Daniel N. Canada
Director of Human Resources