EXHIBIT 10.9
Wage Continuation Plan between NBT Bancorp Inc.,
NBT Bank, National Association
and Daryl R. Forsythe made as of August 1, 1995.
NBT Bancorp Inc.
NBT Bank, National Association
52 South Broad Street Norwich, NY 13815
Date: August 1, 1995
To: Daryl R. Forsythe
RE: WAGE CONTINUATION PLAN
In consideration of your valuable services, the Board of Directors NBT Bancorp
Inc. and NBT Bank, National Association (hereinafter collectively referred to as
the "Bank") have approved a Wage Continuation Plan for you in the event that you
are disabled as a result of sickness or injury.
Your Qualified Wage Continuation Plan provides that:
1. During the first three months of disability you will receive 100% of your
regular wages, reduced by any benefits you receive from Social Security,
Workers Compensation, State Disability Plan, or similar governmental plan
or any other program, e.g. group insurance coverage, paid for by the Bank.
2. In addition, in the event that your disability continues beyond three
months, your benefit payments shall be $7,000 from policy #191D263410
issued by the New England Mutual Life Insurance Company, which is enclosed
with this letter for your safekeeping.
3. 100% of the premium for the policy will be paid by the Bank while you are
employed by it and while the Plan is in effect.
4. With regard to the operation and management of the Plan and its assets,
the Bank will be responsible and have full discretion; except that the
insurance company shall have responsibility with regard to those aspects
of the Plan which are governed by the terms of the insurance contract. In
accepting the foregoing responsibility, the Bank will serve as the Plan
fiduciary and administrator under the terms of the Employee Retirement
Income Security Act ("ERISA"), as amended.
5. If a request for benefits is denied, the insurance company will provide
you with written notice stating the reasons for denial and an explanation
of the procedure by which such may be reviewed. Upon request for such
review, you or your representative will be permitted to review pertinent
Plan documents and submit issues and comments in writing.
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6. If a request for benefits under the insurance contract is denied, you or
your representative must contact the insurance company for details and
review of such denial.
7. This Plan may be amended or terminated by the Board of Directors of the
Bank at any time; any such amendment or termination will be effective as
determined by the Board of Directors.
Sincerely,
/S/ Everett A. Gilmour
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NBT BANCORP INC.
NBT BANK, NATIONAL ASSOCIATION
WAGE CONTINUATION PLAN FOR EMPLOYEES
ENROLLMENT AGREEMENT
Name: Daryl R. Forsythe
Social Security Number:
I have read and understand the Summary Plan Description of the NBT Bancorp
Inc. and NBT Bank, National Association Wage Continuation Plan (the "Plan"),
and agree to be bound by the Plan terms and hereby elect to become a
Participant with respect to benefits for which I am eligible thereunder.
I hereby elect (check one)
___X___ The maximum insured benefits available to me from the insurer
up to the limit specified under the Plan.
______ No insured benefits under the Plan.
I understand that if I have elected not to participate in the insured
benefits, the Employer will have no responsibility for the payment of
disability insurance premiums on my behalf or to provide equivalent benefits
in an other form; but I shall have the right to change this election after one
year from the date of my election not to participate and as of the next annual
plan entry date, provided that the Plan remains in force and I meet all of the
eligibility requirements at that time.
I understand that it is my responsibility to apply for any disability
insurance to which I am entitled and to fulfill any additional requirements of
the insurer relative to the issuance thereof. I agree that, apart from the
obligations of the NBT Bancorp Inc. and NBT Bank, National Association to make
premium payments pursuant to the terms of the Plan, neither NBT Bancorp Inc.
and NBT Bank, National Association nor any of their shareholders, directors,
officers, or employees will have any responsibility with respect to the
issuance of my insurance or the payment of any benefits provided by such
insurance. I agree that, to the extent that I am responsible for any portion
of the premiums for my insurance, such amounts may be withheld from my cash
compensation and transmitted directly to the insurer by the NBT Bancorp inc.
and NBT Bank, National Association.
Date: 8-22-95 Signature /S/ Daryl R. Forsythe
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NBT BANCORP INC.
By: /S/ Everett A. Gilmour
Its: Chairman of the Board
NBT BANK, NATIONAL ASSOCIATION
By: /S/ Paul O. Stillman
Its: Compensation Committee Chairman
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SUMMARY PLAN DESCRIPTION
NBT BANCORP INC.
NBT BANK, NATIONAL ASSOCIATION
WAGE CONTINUATION PLAN
NAME OF PLAN
The plan will be known as the Wage Continuation Plan.
PLAN YEAR
The Plan Year will be January 1 through December 31, and the records of the Plan
are kept on a calendar year basis.
Administrator
The Plan Administrator is NBT Bancorp Inc. and NBT Bank, National Association,
whose address is 52 South Broad Street, Norwich, NY 13815.
EMPLOYER CONTRIBUTIONS
The Employer will contribute on behalf of each Participant an amount necessary
to purchase a policy providing the benefits to which he/she is entitled. The
Employer will pay its share of premiums while the Plan is in effect and while
the Employee continues as a Participant in the Plan; the Employer will have no
obligation to pay any premiums after a Participant ceases active full-time
employment with the Bank.
DEFINITIONS
1. The effective date of the Plan is August 1, 1995.
2. "Waiting Period" is the later of six months following the date of full-time
employment or the Effective Date.
3. The "Entry Date" is the date following the Waiting Period upon which a
Policy is issued for a plan Participant. If an Employee elects not to
participate in the Plan, he/she must wait one full year after the date of
his/her election not to participate before being eligible to participate
in the Plan.
4. The "Employer" is NBT Bancorp Inc. or NBT Bank, National Association, or
any successor thereto and any other corporation, business association, or
proprietorship which shall assume in writing the obligations of the Plan.
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5. "Employee" is a person regularly employed by the Employer, excluding such
persons who are customarily employed for not more than twenty (20) hours
in any one week or for not more than five (5) months in any calendar year.
6. "Participant" means an Employee who has a Policy issued and in force on
his/her life by the Insurer under the terms of the Plan.
7. "Compensation" means as of his/her Entry Date in the Plan the Employee's
annual base rate of salary or wage, plus any bonuses, commissions, and
overtime payments.
8. "Insurer" means the New England Mutual Life Insurance Company or any other
company which shall issue a Policy as defined in the Plan.
9. "Policy" means an individual Guaranteed Renewable or Non- Cancelable
Disability Income contract issued by the Insurer.
10. "Commencement Date" is the day when benefits begin during a continuous
period of disability.
11. "Qualification Period" is the number of days that Total Disability, as
defined in the Policy, must continue before Residual Partial Disability
Benefits, as defined in the Policy, can be payable.
12. "Maximum Benefit Period" is the longest period of time for which the New
England Mutual Life Insurance Company will pay benefits during any period
of continuous disability as defined in the Policy.
13. "Disability" has the meanings contained in the Policy.
14. "Full-time Employment" has the same definition as used for the Employer's
qualified pension plan.
BENEFITS
The Commencement Date, Qualification Period, Maximum Benefit Period, Total
Disability Benefit and Residual Disability Benefit are described in detail on
the definitions page of the Policy or Policies delivered as part of this Plan.
For exact details of these and other provisions, refer to your Policy(ies).
SATISFACTORY HEALTH REQUIREMENTS
Participation in this Plan requires evidence of insurability as determined by
the Insurer. Employees who do not satisfy all requirements of the Insurer may
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be issued limited coverage, if available, in lieu of complete exclusion
from the Plan. An otherwise eligible Employee who does not meet the Insurer's
requirements for a Policy will not be a Participant in this Plan.
The Employer will pay its share of premiums while the Plan is in effect and
while the Employee continues as a Participant in the Plan; the Employer will
have no obligation to pay any premiums after a Participant ceases active
full-time employment with the Bank.
OWNERSHIP OF POLICIES
Each Participant will be the applicant, owner and holder of his/her Policy. As
the insured-owner, he/she is responsible for submitting any claims directly to
the Insurer and will receive claim payments directly from the Insurer. The
Employer is in no way responsible for the processing of claims or the payment
thereof, and the determination of claim payments rests solely and wholly with
the Insurer. The insured- owner may request the Employer to withhold income
tax from sick pay payments. Should such a request be made, the Insurer is
required to deduct and withhold the appropriate amount from claim payments.
The Employer will furnish the insured-owner with the necessary forms for
income tax purposes.
POLICY CONTINUATION
When a Participant ceases active full-time employment with the Bank, he/she
has the right as policy-owner to assume premium payments for his/her Policy
and maintain it in force subject to the terms of the Policy.
TERMINATION OF EMPLOYMENT AND/OR PLAN
In the event of termination of employment of a Participant, the Employer will
reduce the total premium for the Plan by the amount of the terminated
Participant's premium and inform the Insurer of such termination.
The Employer may terminate this Wage Continuation Plan by an express
declaration in writing and by notifying the Insurer and each Participant of
such action. At termination each Participant may assume payment of premiums
for his/her Policy.
MISCELLANEOUS
The terms of the Plan anticipate addition of new Participants and changes in
coverage for existing Participants from time to time. However, the Employer is
in no way obligated to provide benefits for any Employee or for which an
Employee may have become eligible but for which no Policy has been issued.
The Employer's liability for wage continuation payments is discharged by the
payment of premiums for each Individual Policy. Failure of the Insurer to
approve or otherwise honor claim for payment will in no way obligate the
Employer.
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HOW TO MAKE INQUIRIES, TRANSACTIONS, AND CLAIMS FOR BENEFITS UNDER PLAN
Any inquiry, transaction, or claim for benefits under the Plan must be made by
addressing in writing the Plan Administrator who will also serve as Agent for
Service of Process.
If a claim for benefits by any Participant is denied in whole or in part, then
the New England Mutual Life Insurance Company of Boston, Massachusetts, will
set forth in writing the specific reasons for such denial.
FURTHER INFORMATION
This is a brief summary of benefits available. Complete terms and conditions
governing the Plan are set forth in the Policies underwritten by the New
England Mutual Life Insurance Company of Boston, Massachusetts.
In the event of conflict between this summary and the Policies, the Policies
are the controlling documents.
If you have any questions, you may write to the Plan Administrator named
above, at the above address.
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