LIFE INSURANCE
ENDORSEMENT METHOD SPLIT DOLLAR PLAN
AGREEMENT
Insurer/Policy Number: ________________________
Bank: Saratoga National Bank
Participant: _________________
Insured: ______________, as the insured surrogate for Participant
Relationship of Participant to Bank: Director
Date: June 18, 1999
The respective rights and duties of the Bank and the Participant in the above
policy(ies) (the "Policy" or "Policies") shall be as follows:
I. DEFINITIONS
Refer to the Policy provisions for the definition of all terms in this
Agreement. Notwithstanding the foregoing, whenever the term "Insured" is used in
the Policies, unless the Policy provisions otherwise require, it shall mean
[Director's Name] for purposes of any beneficial interest or right to proceeds
from any insurance policy to which this Agreement refers.
II. POLICY TITLE AND OWNERSHIP
Title and ownership shall reside in the Bank for its use and for the use of
the Participant all in accordance with this Agreement. The Bank alone may, to
the extent of its interest, exercise the right to borrow or withdraw the Policy
cash values. Where the Bank and the Participant (or beneficiary[ies] or
assignee[s], with the consent of the Participant) mutually agree to exercise the
right to increase the coverage under the subject split dollar Policy, then, in
such event, the rights, duties and benefits of the parties to such increased
coverage shall continue to be subject to the terms of this Agreement.
III. BENEFICIARY DESIGNATION RIGHTS
The Participant (or beneficiary[ies] or assignee[s]) shall have the right
and power to designate a beneficiary or beneficiaries to receive his or her
share of the proceeds payable upon the death of the Insured, and to elect and
change a payment option for such beneficiary, subject to any right or interest
the Bank may have in such proceeds, as provided in this Agreement.
IV. PREMIUM PAYMENT METHOD
The Bank shall pay an amount equal to the planned premiums and any other
premium payments that might become necessary to maintain the Policy in force.
V. TAXABLE BENEFIT
Annually the Participant will receive a taxable benefit equal to the
assumed cost of insurance as required by the Internal Revenue Service. The
Bank(or its administrator) will report to the Participant the amount of imputed
income received each year on Form W-2 or its equivalent.
VI. DIVISION OF DEATH PROCEEDS
Subject to Paragraph VII herein, the division of the death proceeds of the
Policy is as follows:
A. 1. Subject to paragraph VI.A.2 below, upon the death of the
Participant, the Participant's beneficiary(ies) designated in accordance with
Paragraph III shall be entitled to an amount equal to the net at risk insurance
portion of the proceeds under all Policies. The net at risk insurance portion is
the total proceeds less the cash value of the Policy. Notwithstanding the
foregoing, in the event the Participant [or his or her beneficiary(ies)]becomes
entitled to receive the foregoing death benefit prior to the Participant
becoming entitled to receive 100% of the benefits, if any, specified in that
certain Director Supplemental Compensation Agreement between the Bank and the
Participant, effective __________, 1998 (the "Compensation Agreement"), then the
Participant [or his or her beneficiary(ies)] shall been titled to receive the
same percentage of the foregoing death benefit as the percentage applicable to
the Participant's benefits, if any, under such Compensation Agreement
immediately prior to the Participant's death or, if earlier, the date on which
the Participant [or his or her beneficiary(ies)]commences receiving such death
benefit.
2. Notwithstanding paragraph VI.A.1 above:
(a) If the Insured predeceases the Participant prior to the date on which the
Participant Retires, becomes Disabled, or otherwise terminates service as a
director (as defined or described in the Compensation Agreement),then that
portion of the death proceeds equal to the amount to which the Participant is
entitled under paragraph VI.A.1 of this Agreement shall be held by the Bank in
trust for the Participant under the terms of this Agreement. Such death proceeds
shall be deposited into a separate, segregated interest bearing account. Neither
the Participant nor the Participant's beneficiary(ies)shall have any right to or
interest in such account or the funds therein except as provided in this
Agreement. Such interest bearing account shall be selected by the Bank in its
sole discretion and may be an account at the Bank or at another financial
institution. The Bank shall have no liability whatsoever with respect to the
rate of interest actually earned on such death proceeds. Accrued interest earned
on such death proceeds shall be paid to the Participant within fifteen (15) days
after the end of each calendar quarter (or on such other periodic basis as may
be mutually agreed upon by the Bank and the Participant). The Participant shall
be responsible for payment of all taxes imposed on any income earned, and shall
assume all risk of loss, with respect to such funds. Upon the date on which the
Participant Retires after attaining sixty-two (62) years of age, or becomes
Disabled, or otherwise terminates service as a director (other than by "removal
for cause" as defined in the Compensation Agreement) whichever first occurs, the
Participant shall be entitled to the amount determined in accordance with
paragraph VI.A.1, reduced by the amount of any Index Benefit Payments (or
payments made in lieu of such Index Benefit Payments) made to the Participant or
the Participant's beneficiary(ies) pursuant to the terms of the Compensation
Agreement, payable in lump sum or in such periodic installments as maybe
mutually agreed upon by the Bank and the Participant. Upon the death of the
Participant, the remaining unpaid balance of the death benefit to which the
Participant is entitled shall be paid to the Participant's beneficiary(ies)in
lump sum. In no event shall the Participant and/or the Participant's
beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the
amount to which the Participant is entitled under paragraph VI.A.1 above.
(b) If the Insured predeceases the Participant after the
Participant Retires, becomes Disabled, or otherwise terminates service as a
director (as defined or described in the Compensation Agreement), then that
portion of the death proceeds equal to the amount to which the Participant is
entitled under paragraph VI.A.1 of this Agreement, reduced by the amount of any
Index Benefit Payments (or payments made in lieu of such Index Benefit Payments)
made to the Participant or the Participant's beneficiary(ies) pursuant to the
terms of the Compensation Agreement, shall be paid to the Participant in lump
sum or in such periodic installments as may be mutually agreed upon by the Bank
and the Participant. Upon the death of the Participant, the remaining unpaid
balance of the death benefit to which the Participant is entitled shall be paid
to the Participant's beneficiary(ies) in lump sum. In no event shall the
Participant and/or the Participant's beneficiary(ies)receive an aggregate
benefit under this Agreement exceeding the amount to which the Participant is
entitled under paragraph VI.A.1 above.
B. The Bank shall be entitled to all remaining death proceeds of the
Policy(ies), including any balance remaining in the account referenced
in paragraph VI.A.2 above.
C. The Bank and the Participant (or beneficiary[ies] or assignee[s])
shall share in any interest due on the death proceeds on a pro rata
basis in the ratio that the proceeds due the Bank and the Participant,
respectively, bears to the total proceeds, excluding any such
interest.
VII. DIVISION OF CASH SURRENDER VALUE
The Bank shall at all times be entitled to an amount equal to the Policy's
cash value, as that term is defined in the Policy, less any Policy loans and
unpaid interest or cash withdrawals previously incurred by the Bank and any
applicable Policy surrender charges. Such cash value shall be determined as of
the date of surrender of the Policy or death of the Insured as the case may be.
VIII.PREMIUM WAIVER
If the Policy contains a premium waiver provision, any such waived amounts
shall be considered for all purposes of this Agreement as having been paid by
the Bank.
IX. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
In the event the Policy involves an endowment or annuity element, the
Bank's right and interest in any endowment proceeds or annuity benefits shall be
determined under the provisions of this Agreement by regarding such endowment
proceeds or the commuted value of such annuity benefits as the Policy's cash
value. Such endowment proceeds or annuity benefits shall be treated like death
proceeds for the purposes of division under this Agreement.
X. TERMINATION OF AGREEMENT
This Agreement shall terminate at the option of the Bank following thirty
(30) days written notice to the Participant upon the happening of any one of the
following:
1. The Participant's right to receive benefits pursuant to the terms and
conditions of that certain Director Supplemental Compensation
Agreement effective as of ___________, 1998, shall terminate for any
reason other than the Participant's or the Insured's death; or
2. The Insured shall be discharged from service with the Bank as a result
of a removal for cause under subparagraph (c), (d) or (e) below.
Notwithstanding the foregoing, this Agreement shall remain in effect
in the event that the Insured is removed pursuant to subparagraph (a),
(b) or (f) below. The term "removal for cause" shall mean termination
of the service of the Insured by reason of any of the following
determined in good faith by the Bank's Board of Directors:
(a) The willful, intentional and material breach or the habitual and
continued neglect by the Insured of his or her employment
responsibilities and duties;
(b) The continuous mental or physical incapacity of the Insured,
subject to disability rights under this Agreement;
(c) The Insured's willful and intentional violation of any federal
banking or securities laws, or of the Bylaws, rules, policies or
resolutions of Bank, or the rules or regulations of the Board of
Governors of the Federal Reserve System, Federal Deposit
Insurance Corporation, Office of the Comptroller of the Currency,
or other regulatory agency or governmental authority having
jurisdiction over the Bank, which has a material adverse effect
upon the Bank;
(d) The written determination by a state or federal banking agency or
governmental authority having jurisdiction over the Bank that the
Insured (i) is of unsound mind, or (ii) has committed a gross
abuse of authority or discretion with reference to the Bank, or
(iii) otherwise is not suitable to continue to serve as a member
of the Board of Directors of the Bank;
(e) The Insured's conviction of (i) any felony or (ii) a crime
involving moral turpitude, or the Insured's willful and
intentional commission of a fraudulent or dishonest act; or
(f) The Insured's willful and intentional disclosure, without
authority, of any secret or confidential information concerning
Bank or taking any action which the Bank's Board of Directors
determines, in its sole discretion and subject to good faith,
fair dealing and reasonableness, constitutes unfair competition
with or induces any customer to breach any contract with the
Bank.
Upon such termination, the Participant (or beneficiary[ies] or assignee[s])
shall have a ninety (90) day option to receive from the Bank an absolute
assignment of the Policy in consideration of a cash payment to the Bank,
whereupon this Agreement shall terminate. Such cash payment shall be the greater
of:
1. The Bank's share of the cash value of the Policy on the date of such
assignment, as defined in this Agreement.
2. The amount of the premiums which have been paid by the Bank prior to
the date of such assignment.
Should the Participant (or beneficiary[ies] or assignee[s]) fail to
exercise this option within the prescribed ninety (90) day period, the
Participant (or beneficiary[ies] or assignee[s]) agrees that all of his or her
rights, interest and claims in the Policy shall terminate as of the date of the
termination of this Agreement.
Except as provided above, this Agreement shall terminate upon distribution
of the death benefit proceeds in accordance with Paragraph VI above.
XI. PARTICIPANT'S OR ASSIGNEE'S ASSIGNMENT RIGHTS
The Participant may not, without the prior written consent of the Bank,
which shall not be unreasonably withheld, assign to any individual, trust or
other organization, any right, title or interest in the Policy nor any rights,
options, privileges or duties created under Agreement.
XII. AGREEMENT BINDING UPON THE PARTIES
This Agreement shall be binding upon the Participant and the Bank, and
their respective heirs, successors, personal representatives and assigns, as
applicable.
XIII.NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The Bank is hereby designated the "Named Fiduciary" until resignation or
removal by its Board of Directors. As Named Fiduciary, the Bank shall be
responsible for the management, control, and administration of this Agreement as
established herein. The Named Fiduciary may allocate to others certain aspects
of the management and operations responsibilities of this Agreement, including
the employment of advisors and the delegation of any ministerial duties to
qualified individuals.
XIV. FUNDING POLICY
The funding policy for this Agreement shall be to maintain the Policy in
force by paying, when due, all premiums required.
XV. CLAIM PROCEDURES
Claim forms or claim information as to the subject Policy can be obtained
by contacting The Benefit Marketing Group, Inc. (770-952-1529). When the Named
Fiduciary has a claim which may be covered under the provisions described in the
Policy, it should contact the office named above, and they will either complete
a claim form and forward it to an authorized representative of the Insurer or
advise the named Fiduciary what further requirements are necessary. The Insurer
will evaluate and make a decision as to payment. If the claim is payable, a
benefit check will be issued to the Named Fiduciary. In the event that a claim
is not eligible under the Policy, the Insurer will notify the Named Fiduciary of
the denial pursuant to the requirements under the terms of the Policy. If the
Named Fiduciary is dissatisfied with the denial of the claim and wishes to
contest such claim denial, it should contact the office named above and they
will assist in making inquiry to the Insurer. All objections to the Insurer's
actions should be in writing and submitted to the office named above for
transmittal to the Insurer.
XVI. 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.
XVII.INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT
The Insurer shall not be deemed a party to this Agreement, but will respect
the rights of the parties as set forth herein upon receiving an executed copy of
this Agreement. Payment or other performance in accordance with the Policy
provisions shall fully discharge the Insurer from any and all liability.
IN WITNESS WHEREOF, the Participant and a duly authorized Bank officer or
director have signed this Agreement at Saratoga, California as of the date first
above written.
SARATOGA NATIONAL BANK
__________________________ ________________________________
Richard L. Mount ___________________
President and Chief
Executive Officer
BENEFICIARY DESIGNATION FORM
Primary Designation:
Name Relationship
_____________________________ _______________________________________
_____________________________ _______________________________________
_____________________________ _______________________________________
Contingent Designation:
_____________________________ _______________________________________
_____________________________ _______________________________________
_____________________________ _______________________________________
_____________, 1999_____________________