Exhibit 10(18)
DEATH BENEFIT AGREEMENT
THIS AGREEMENT, made this 1st day of December, 1996, by and between
FIRST FEDERAL SAVINGS BANK OF MARION, a Federal savings association organized
and existing under the laws of the United States of America, hereinafter
referred to as "Association," and STEVEN L. BANKS, hereinafter referred to as
"Employee."
WITNESSETH:
WHEREAS, the Employee is currently employed by the Association;
WHEREAS, the Association recognizes the valuable services heretofore
performed for it by Employee;
WHEREAS, the Association desires to retain the valuable service and
loyalty of Employee and to induce the Employee to remain with the Association;
WHEREAS, the Employee wishes to be assured that his beneficiary will be
entitled to a certain benefit for some definite period of time from and after
Employee's death;
WHEREAS, the Association desires to provide a death benefit payable to
the designated beneficiary of Employee in the event of his death under certain
circumstances and other such benefits as set forth herein, and both parties
desire to enter into this Agreement to evidence the terms and conditions of such
benefits;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed as follows:
1. Various terms used herein are defined in paragraph 3.
-1-
2. If Employee dies while in Active Employment, a death benefit
will be payable to his designated beneficiary. The death
benefit payable pursuant to this subparagraph shall be an
amount equal to the difference between four times Employee's
date of death annual salary and the death benefit payable to
Employee's beneficiary under the Financial Institution
Retirement Fund defined benefit pension plan.
3. Wherever used, the following terms shall have the meanings set
forth herein:
(a) "Active Employment" shall mean a period of time
during which Employee is rendering services to the
Association after the date hereof.
(b) "Association" means FIRST FEDERAL SAVINGS BANK OF
MARION and any successor thereto.
(c) "Annual Salary" shall mean the total amount of
compensation subject to Form W-2 reporting
requirements paid to Employee during Employee's last
twelve (12) months of full-time employment.
4. The death benefit payable pursuant to paragraph 2 above shall
be paid to the beneficiary or beneficiaries irrevocably
designated by Employee by written instrument delivered to the
Association within six (6) months of the date hereof. If no
such designation is made within said time period, or if all
designated beneficiaries predecease Employee, such death
benefit shall be paid as follows:
(a) To Employee's spouse, if living; or if not,
(b) To Employee's lawful descendants, per stirpes, then
living; or if none,
(c) To the duly appointed legal representative of
Employee; or
-2-
(d) If there shall be no such legal representative duly
appointed and qualified within six (6) months of the
date of death of Employee, then to such persons as,
at the date of his death, would be entitled to share
in the distribution of his personal estate under the
provisions of the Indiana statute then in force
governing the descent of intestate property, in the
proportions specified in such statute.
5. Every notice or other communication required by or appropriate
to this Agreement from any party shall be in writing addressed
to the Association at 100 W. 3rd Street, Marion, Indiana
46952, or to Financial Institution Consulting Corporation, 700
Colonial Road, Suite 260, Memphis, Tennessee 38117 or to such
other addresses as shall have been specified by notice given
as provided herein. Any such notice or other communication
shall be deemed to have been given on the third business day
after it is sent by certified mail, postage prepaid, addressed
as aforesaid.
6. Suicide. Notwithstanding anything to the contrary in this
Agreement, the benefits otherwise provided herein shall not be
payable if the Employee's death results from suicide, whether
sane or insane, within two years after the execution of this
Agreement.
7. This document sets forth the entire Agreement and
understanding between the parties hereto representing the
death benefit payable by the Association upon the death of
Employee, and merges all prior discussions between them with
respect to that subject matter only, and no party shall be
bound by any representation, definition, condition or
provision other than as expressly stated in this Agreement or
as subsequently set forth in an amendment hereto adopted in
the manner provided above.
8. Employee agrees on behalf of himself, his heirs, executors and
administrators and any other person or persons claiming any
benefit under his by virtue of this
-3-
Agreement that their agreement and all rights, interests and
benefits hereunder shall not be assigned, transferred, pledged
or hypothecated in any way by Employee or by any beneficiary,
heir, executor, administrator or other person claiming under
Employee by way of this Agreement and shall not be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge or hypothecation or any other
disposition of such rights, interests and benefits contrary to
the foregoing provisions or the levy or any execution,
attachment or similar process thereon shall be null and void
and without effect.
9. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, personal
representatives and successors, and any successor to the
Association shall be deemed substituted for the Association
under the terms of this Agreement. As used herein, the term
"successor" shall include any person, firm, corporation or any
other business entity which, at any time, whether by
consolidation, mergers purchase or otherwise, acquires all or
substantially all of the assets or business of the
Association.
10. The validity, construction and enforceability of this
Agreement shall be governed in all respects by the law of the
State of Indiana.
11. Nothing contained in this Agreement shall be construed to be a
contract for employment for any term of years nor as
conferring upon Employee the right to continue employment with
the Association, in Employee's present capacity, or in any
other capacity except as Employee. It is not intended as a
current employment contract.
12. Notwithstanding any of the preceding provisions of this
Agreement, neither the Association, nor any individual acting
as an employee or agent of the Association or as a member of
the Board of Directors shall be liable to any Employee, former
-4-
Employee, or any other person for any claim, loss, liability
or expense incurred in connection with this Agreement.
13. Nothing contained in this Agreement shall affect the right of
the Employee to participate in, or be covered by, any
qualified or non-qualified pension, profit sharing, group,
bonus or other supplemental compensation or fringe benefit
agreement constituting a part of the Association's existing or
future compensation structure.
14. This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and which shall
constitute but one and the same agreement, which shall be
sufficiently evidenced for all purposes by any one executed
counterpart.
15. This Agreement cannot be amended except by the written mutual
consent of both parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on this 1st day of December, 1996.
/s/ Steven L. Banks
Steven L. Banks - Employee
FIRST FEDERAL SAVINGS BANK OF MARION
By: /s/ John Dalton
Title President
-5-