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UNITED SECURITY BANCORPORATION
Exhibit 10.2
Form of Salary Continuation Program Agreement
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this ________________________ , by and
between ______________________ a corporation organized and existing under the
laws of the State of Washington, (hereinafter called the Corporation) and
_______________________________ (hereinafter called the Executive).
WITNESSETH:
WHEREAS, the Executive is in the employ of the Corporation, serving as its
_____________________________ ; and
WHEREAS, the experience of the Executive, his or her knowledge of the affairs of
the Corporation, his or her reputation and contacts in the industry are so
valuable that assurance of his or her continued service is essential for the
future growth and profits of the Corporation and it is in the best interests of
the Corporation to arrange terms of continued employment for the Executive so as
to reasonably assure his or her remaining in the Corporation's employment during
his or her lifetime or until the age of retirement; and
WHEREAS, it is the desire of the Corporation that his or her services be
retained as herein provided; and
WHEREAS, the Executive is willing to continue in the employ of the Corporation
provided the Corporation agrees to pay him or her or his or her beneficiaries
certain benefits in accordance with the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the services to be performed in the future
as well as the mutual promises and covenants herein contained, it is agreed as
follows:
ARTICLE 1.
1.1) Beneficiary - The term Beneficiary shall mean the person or persons whom
the Executive shall designate in writing to receive the benefits provided
hereunder.
1.2) Disability - The term Disability shall mean an inability to substantially
perform the usual and regular duties performed by the Executive as an employee
of the Corporation. Such disability may be caused by either illness or injury
and includes mental disabilities. For purposes of this Agreement the
determination of the Executive's disability shall be made solely by the Board of
Directors of the Corporation without participation by the alleged disabled
Executive. Such a determination by the Board of Directors shall be final and
conclusive on all parties hereto.
1.3) Named Fiduciary and Plan Administrator - The Named Fiduciary and Plan
Administrator of this plan shall be the Corporation.
ARTICLE 2.
2.1) Employment - The Corporation agrees to employ the Executive in such
capacity as the Corporation may from time to time determine. The Executive will
continue in the employ of the Corporation in such capacity and with such duties
and responsibilities as may be assigned to him or her, and with such
compensation as may be determined from time to time by the Board of Directors of
the Corporation.
2.2) Full Efforts - The Executive agrees to devote his or her full time and
attention exclusively to the business and affairs of the Corporation, except
during vacation periods, and to use his or her best efforts to furnish faithful
and satisfactory services to the Corporation. The Director agrees to devote his
or her time as requested by the Corporation and to use his or her best efforts
to furnish faithful and satisfactory services to the Corporation.
2.3) Fringe Benefit - The salary continuation benefits provided by this
Agreement are granted by the Corporation as a fringe benefit to the Executive
and are not part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase. The Executive has no option to take any current
payment or bonus in lieu of these salary continuation benefits.
ARTICLE 3.
3.1) Retirement - If the Executive shall continue in the employment of the
Corporation until he or she attains the age of sixty-five (65), he or she may
retire from active daily employment as of the first day of the month next
following attainment of age sixty-five (65) or upon such later date as may be
mutually agreed upon by the Executive and the Corporation.
01) The Executive shall have the right to negotiate with the
Corporation an early retirement, provided the Executive has
satisfied the vesting requirements.
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UNITED SECURITY BANCORPORATION
3.2) Payment - The Corporation agrees that upon such retirement it will pay to
the Executive the annual sum of _______________________ (____________), payable
monthly on the first day of each month following such retirement for a period of
one hundred twenty (120) months; subject to the conditions and limitations
hereinafter set forth. The ____________________________ ( ____________________ )
annual payment amount may be adjusted as of the first year in which it is to be
paid to reflect changes in the federally determined cost-of-living index.
However, the Corporation is not obligated hereunder to make any such adjustment.
Also, it should be noted that under 3.1 (01) this amount could be renegotiated
under early retirement provisions.
3.3) Death After Retirement - The Corporation agrees that if the Executive shall
so retire, but shall die before receiving the full amount of monthly payments to
which he or she is entitled hereunder, it will continue to make such monthly
payments to the Executive's designated Beneficiary for the remaining period. If
a valid Beneficiary Designation is not in effect, the payments shall be made to
the Executive's surviving spouse or, if none, said payments shall be made to the
duly qualified personal representative, executor or administrator of his or her
estate.
ARTICLE 4.
4.1) Death Prior to Retirement - In the event the Executive should die while
actively employed by the Corporation at any time after the date of this
Agreement, but prior to his or her attaining the age of sixty-five (65) years,
the Corporation will pay the annual sum of __________________
(________________ ) per year to the Executive's designated
Beneficiary in equal monthly installments for a period of one hundred twenty
(120) months. If a valid Beneficiary Designation is not in effect, the payments
shall be made to the Executive's surviving spouse or, if none, said payments
shall be made to the duly qualified personal representative, executor or
administrator of his or her estate The said monthly payments shall begin the
first day of the month following the month of the decease of the Executive.
Provided, however, that anything hereinabove to the contrary notwithstanding, no
death benefit shall be payable hereunder if it is determined that the
Executive's death was caused by suicide on or before February 1, 1999.
4.2) Disability Prior to Retirement - In the event the Executive should become
disabled while actively employed by the Corporation at any time after the date
of this Agreement but prior to his or her attaining the age of sixty-five (65)
years, the Executive will be considered to be one hundred percent (100%) vested
in the amount set forth in Schedule A attached hereto and made a part hereof.
Said amount shall be paid to the Executive in accordance with the ten-year
payment schedule attached to begin at age sixty-five (65) or earlier, as agreed
by the disabled executive and the Corporation. However, the Corporation is not
obligated to change the terms of the original agreement. Said payment shall be
in lieu of any other retirement or death benefit under this Agreement.
ARTICLE 5.
5.1) Termination of Employment - The Corporation reserves the right to terminate
the employment of the Executive at any time prior to retirement. IF THE
EXECUTIVE IS INVOLUNTARILY TERMINATED BY THE CORPORATION FOR REASONABLE CAUSE
(I.E. ACTS OF DISHONESTY, DISLOYALTY, ILLEGALITY OR MORAL TURPITUDE ADVERSELY
AFFECTING THE CORPORATION OR REPEATED FAILURE OR REFUSAL TO FOLLOW REASONABLE
DIRECTIONS FROM THE BOARD FOLLOWING A WRITTEN WARNING), THE AGREEMENT SHALL
TERMINATE UPON THE DATE OF SUCH TERMINATION OF EMPLOYMENT. IN THE EVENT THE
EXECUTIVE VOLUNTARILY TERMINATES EMPLOYMENT WITH THE CORPORATION PRIOR TO HIS OR
HER ATTAINING AGE SIXTY-FIVE (65), OTHER THAN BY REASON OF HIS OR HER DISABILITY
OR HIS OR HER DEATH, THEN THIS AGREEMENT SHALL TERMINATE UPON THE DATE OF SUCH
TERMINATION OF EMPLOYMENT. Provided, however, that the Executive shall be
entitled to the following benefits under the following circumstances:
(01) If the Executive has been employed by the Corporation for a period
of at least six (6) continuous years from date of employment at the time this
agreement was entered into, the Executive will be considered to be vested in
twenty percent (20%) of the amount set out in Schedule A attached hereto and
made apart hereof and shall become vested in an additional twenty percent (20%)
of said amount for each succeeding year thereafter until he or she becomes one
hundred percent (100%) vested. If the Executive has been employed by the
Corporation for a period of less than six (6) continuous years from and after
the time this Agreement was entered into, the Executive will not be
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UNITED SECURITY BANCORPORATION
considered to be vested in any benefit hereunder and shall be entitled to no
benefits under this Agreement. If the Executive has been employed by the
Corporation for a period of at least ten (10) continuous years from date of
employment, the Executive will be one hundred percent (100%) vested. If the
Executive's employment is terminated under the provisions of this Section 5.1,
the Corporation will pay the Executive's vested amount upon such terms and
conditions and commencing no later than age sixty-five (65), subject to the
conditions of Article 10 of this agreement.
(02) Anything hereinabove to the contrary notwithstanding, if the
Executive is not fully vested in the amount set forth in Schedule A, he or she
will become fully vested in the amount in the event of a transfer in the
controlling ownership or sale of the Corporation or its parent corporation and
shall be entitled to the full amount set forth in Schedule A, upon the terms and
conditions hereof.
ARTICLE 6.
6.1) Termination of Agreement by Reason of Changes in Law - The Corporation is
entering into this Agreement upon the assumption that certain existing tax laws
will continue in effect in substantially their current form. In the event of any
changes in such federal laws the Corporation shall have an option to terminate
or modify this Agreement. Provided, however, that the Executive shall be
entitled to at least the same amount as he would have been entitled to under
Section 4.2 relating to disability. The payment of said amount shall be made
upon such terms and conditions and at such time as the Corporation shall
determine, but in no event commencing later than age sixty-five (65).
ARTICLE 7.
7.1) Nonassignable - Neither the Executive, his or her spouse, nor any other
beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commit, modify, or otherwise encumber
in advance any of the benefits payable hereunder, nor shall any of said benefits
be subject to seizure for the payment of any debts, judgments, alimony or
separate maintenance, owed by the Executive or his or her beneficiary or any of
them, or be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.
ARTICLE 8.
8.1) Claims Procedure - The Corporation shall make all determinations as to the
rights to benefits under this Agreement. Any decision by the Corporation denying
a claim by the Executive or his or her beneficiary for benefits under this
Agreement shall be stated in writing and delivered or mailed to the Executive or
such beneficiary. Such decision shall set forth the specific reasons for the
denial, written to the best of the Corporation's ability in a manner calculated
to be understood without legal or actuarial counsel. In addition, the
Corporation shall provide a reasonable opportunity to the Executive or such
beneficiary for full and fair review of the decision denying such claim.
ARTICLE 9.
9.1) Unsecured General Creditor - The Executive and his or her beneficiary shall
have no legal right or equitable rights, interests, or claims in or to any
property or assets of the Corporation. No assets of the Corporation shall be
held under any trust for the benefit of the Executive or his or her
beneficiaries or held in any way as security for the fulfilling of the
obligations of the Corporation under this plan. All of the Corporation's assets
shall be and remain the general, unpledged, unrestricted assets of the
Corporation. The Corporation's obligation under this plan shall be that of an
unfunded and unsecured promise to pay money in the future. Executives and their
beneficiaries shall be unsecured general creditors with respect to any benefits
hereunder.
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UNITED SECURITY BANCORPORATION
ARTICLE 10.
10.1) Reorganization - The Corporation shall not merge or consolidate into or
with another Corporation, or reorganize, or sell substantially all of its assets
to another corporation, firm, or person unless and until such succeeding or
continuing corporation, firm, or person agrees to assume and discharge the
obligations of the Corporation under this Agreement. Upon the occurrence of such
event, the term "Corporation" as used in this Agreement shall be deemed to refer
to such successor or survivor corporation.
ARTICLE 11.
11.1) Benefits and Burdens - This Agreement shall be binding upon and inure to
the benefit of the Executive and his or her personal representatives, and the
Corporation and any successor organization which shall succeed to substantially
all of its assets and business.
ARTICLE 12.
12.1) Not a Contract of Employment - This Agreement shall not be deemed to
constitute a contract of employment between the parties hereto, nor shall any
provision hereof restrict the right of the Corporation to discharge the
Executive, or restrict the right of the Executive to terminate his or her
employment. Nothing contained herein shall be construed as a modification or
amendment of the employee handbook of United Security Bancorporation, as the
same may be amended from time to time. All provisions contained herein shall be
construed consistent with the provisions of said employee handbook, and in the
event of any inconsistencies, the handbook shall govern.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its proper officer and the Executive has hereunto set his hand at ,
the day and year first above written.
By:
William C. Dashiell
Its: Chairman
EXECUTIVE:
_____________________________
BENEFICIARY DESIGNATION NOTICE
To the Plan Administrator of the United Security Bank Executive Salary
Continuation Agreement: Pursuant to the Provisions of my Executive Salary
Continuation Agreement with United Security Bank permitting the designation of a
beneficiary or beneficiaries by a participant, I hereby designate the following
persons and entities as primary and secondary beneficiaries of any benefit under
said Agreement payable by reason of my death.
Primary Beneficiary:
Name
Address _____________________________ Relationship
Contingent Beneficiary:
Name
Address _____________________________ Relationship
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED.
ALL PRIOR DESIGNATIONS, IF ANY, OF BENEFICIARIES AND SECONDARY BENEFICIARIES ARE
HEREBY REVOKED.
The Plan Administrator shall pay all sums payable under the Agreement by reason
of my death to the Primary Beneficiary, if he or she survives me, and if no
Primary Beneficiary shall survive me, then to the Secondary Beneficiary, and if
no named beneficiary survives me, then the Plan Administrator shall pay all
amounts in accordance with the terms of the Executive Salary Continuation
Agreement. In the event that a named beneficiary survives me and dies prior to
receiving the entire benefit payable under said Agreement, then and in that
event the remaining unpaid benefit, payable according to the terms of the
Agreement, shall be payable to the personal representative of the estate of said
deceased beneficiary, who survive me, but die prior to receiving the total
benefit.
___________________
Date of Designation Signature of Executive
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UNITED SECURITY BANCORPORATION
Form of Salary Continuation Program Agreement
Exhibit A of Agreement for William C. Dashiell
Plan Year Amount in Which Vesting Occurs
- --------- ------------------------------
65 $39,600.00
66 $39,600.00
67 $39,600.00
68 $39,600.00
69 $39,600.00
70 $39,600.00
71 $39,600.00
72 $39,600.00
73 $39,600.00
74 $39,600.00
Exhibit A of Agreement for Daniel P. Murray
Plan Year Amount in Which Vesting Occurs
- --------- ------------------------------
65 $40,800.00
66 $40,800.00
67 $40,800.00
68 $40,800.00
69 $40,800.00
70 $40,800.00
71 $40,800.00
72 $40,800.00
73 $40,800.00
74 $40,800.00
Exhibit A of Agreement for Duane L. Brandenburg
Plan Year Amount in Which Vesting Occurs
- --------- ------------------------------
65 $51,745.00
66 $51,745.00
67 $51,745.00
68 $51,745.00
69 $51,745.00
70 $51,745.00
71 $51,745.00
72 $51,745.00
73 $51,745.00
74 $51,745.00
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