SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT
This Agreement is made and entered into as of this
20th day of June, 1989, by and between Robert G.
Watson, Jr. (the "Employee"), The American National
Bank of Vincennes, a national banking association with
its principal office in Vincennes, Indiana (the
"Bank"), and AMBANC Corp. (the "Company"), an Indiana
corporation that owns all of the outstanding capital
stock of the Bank. (The Company and the Bank are
collectively referred to herein as the "Employer").
ARTICLE I
Recitals
The Employer, in recognition of the invaluable
contribution of the Employee's services to its success,
and in recognition of the Employee's considerable and
unique knowledge and experience relating to its
business, affairs and operations, desires and believes
it to be in its best interest and the best interest of
its shareholders to secure the continuation of the
Employee's services as an employee of the Employer. To
induce the Employee to continue to serve as an employee
of the Employer, the Employer desires to provide the
Employee additional compensation in the event of the
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termination of his employment with both the Company and
the Bank for a reason other than his death. In
consideration of the foregoing, and for other good and
valuable consideration, the Employee and the Employer
hereby enter into this Agreement and agree to be bound
by its terms and conditions.
ARTICLE II
Definitions
Section 2.01. Beneficiary. "Beneficiary" means
the person(s) designated in writing by the Employee to
the Employer to receive any Supplemental Retirement
Benefits that may be payable hereunder after the
Employee's death.
Section 2.02. Commencement Date. "Commencement
Date" means the date selected by the Employee pursuant
to Section 4.02 on which payment of Supplemental
Retirement Benefits to the Employee begins. The
Commencement Date shall be the first day of a month,
and shall not be earlier than the Termination Date.
Section 2.03. Qualifying Termination. "Qualifying
Termination" means termination of the Employee's
employment with both the Company and the Bank (or
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termination of employment with the last of the two if
termination of the Employee's employment with the
Company and the Bank does not occur simultaneously) as
a result of a mutual agreement respecting such
termination between the Employer and Employee or by
reason of either the Employee's discharge, resignation,
retirement, or disability.
Section 2.04. Supplemental Retirement Benefits.
"Supplemental Retirement Benefits" means benefits
payable by the Employer to the Employee pursuant to
this Agreement either in the form of a Ten Year Certain
Annuity, a Lifetime Annuity, or a Single Sum Settlement
(all as defined herein).
Section 2.05. Termination Date. "Termination
Date" means the date and time at which the Employee's
employment with both the Company and the Bank
terminates (or the date and time at which the
Employee's employment with the last of the two
terminates if termination of the Employee's employment
with both the Company and the Bank does not occur
simultaneously) by reason of a Qualifying Termination.
If such Qualifying Termination results from the
Employee's resignation or retirement (including
resignation or retirement necessitated by the
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Employee's disability), the Employee shall specify the
Termination Date pursuant to Section 3.02 hereof. If
such Qualifying Termination results from the Employer's
discharge of the Employee (including discharge
necessitated by the Employee's disability), the
Employer shall specify the Termination Date. If the
Employer and Employee mutually agree to a termination
of the Employee's employment, whether necessitated by
the Employee's disability or for any other reason, the
Employee shall specify the Termination Date.
ARTICLE III
Qualifying Termination
Section 3.01. The Employee is entitled to
Supplemental Retirement Benefits hereunder only if his
employment with the Employer terminates by reason of a
Qualifying Termination as defined in Section 2.03
hereof. If the Employee dies prior to the Termination
Date specified pursuant to Section 2.05 hereof in
connection with a Qualifying Termination, then the
termination of the Employee's employment with the
Employer shall be deemed to have occurred by reason of
the Employee's death rather than by reason of a
Qualifying Termination and no Supplemental Retirement
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Benefits shall be payable to the Employee (or to his
beneficiary or successors) under this Agreement.
Section 3.02. Notice of Resignation or Retirement.
For purposes of this Agreement the Employee's
employment with the Employer shall be deemed to have
been terminated by resignation or retirement only if
the Employee submits to the Employer, during the
Employee's lifetime, a written notice, signed by the
Employee, stating his intention to resign or retire, as
applicable, and specifying therein the Termination Date
as of which such resignation or retirement shall be
effective (which date and time shall not be earlier
than the date and time such notice is received by the
Company and the Bank). Such resignation or retirement
shall be effective as of the Termination Date so
specified.
ARTICLE IV
Supplemental Retirement Benefits
Section 4.01. Ten Year Certain Annuity. Subject
to the Employee's right to elect to receive one of the
alternate forms of Supplemental Retirement Benefits set
forth in Section 4.05 hereof, upon a Qualifying
Termination, the Employee shall be entitled to receive
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from the Employer a monthly annuity payment in an
amount determined in accordance with Sections 4.03 and
4.04 hereof payable to the Employee during his
lifetime, but in any event payable for a period of not
less than one hundred twenty (120) months (the "Ten
Year Certain Annuity"). Payment of such monthly
annuity payments to the Employee shall begin on the
Commencement Date and shall be payable on the first day
of each month thereafter during the Employee's lifetime
and, if the Employee dies prior to receiving one
hundred twenty (120) such monthly annuity payments,
continuing after the Employee's death until an
aggregate total of one hundred twenty (120) such
monthly annuity payments have been paid to the Employee
and Beneficiary (or other successor to whom such
payments are made after the Employee's death).
Section 4.02. Selection of Commencement Date.
The Employee's selection of the date on which payment
of the Ten Year Certain Annuity (or an alternate form
of benefit selected by the Employee hereunder) shall
commence shall be in writing, signed by the Employee,
and delivered to the Employer during the Employee's
lifetime and prior to the Commencement Date.
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Section 4.03. Amount of Ten Year Certain Annuity
Payments. The amount of each monthly annuity payment
payable to the Employee pursuant to Section 4.01 hereof
shall be determined as follows:
(a) If the Termination Date occurs after March 31,
2000, the amount of each monthly Ten Year
Certain Annuity payment shall be Four Thousand
Nine Hundred Thirty-nine Dollars ($4,939).
(b) If the Termination Date occurs prior to April
1, 2000, the amount of each monthly Ten Year
Certain Annuity payment shall be (i) Four
Thousand Nine Hundred Thirty-nine Dollars
($4,939), minus (ii) the product obtained by
multiplying Thirty-three Dollars and Sixty
Cents ($33.60) times the number of months by
which the Termination Date precedes April, 2000
(including the month in which the Termination
Date occurs and excluding the month of April,
2000); subject, however, to further reduction
pursuant to Section 4.04 hereof.
Section 4.04. Reduction For Early Commencement
Date. If the Commencement Date occurs prior to May 1,
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2000, the amount of each monthly Ten Year Certain
Annuity payment determined pursuant to Section 4.03
shall be reduced by the sum of (a) 1/180th of such
amount for each month, up to a maximum of sixty (60)
months, by which the Commencement Date precedes May 1,
2000, plus (b) 1/360th of such amount for each month,
if any, by which the Commencement Date precedes May 1,
1995 (including in each case, as applicable, the month
in which the Commencement Date occurs).
Section 4.05. Optional Forms of Benefit. If the
Employee becomes entitled to Supplemental Retirement
Benefits, then in lieu of receiving a Ten Year Certain
Annuity the Employee may elect to receive either of the
following actuarially equivalent form of benefits:
(a) A monthly annuity payable to the Employee
during his lifetime only (without any
guaranteed minimum number of monthly payments)
(the "Lifetime Annuity"), the amount of each
such monthly payment to be an amount such that
the Lifetime Annuity will be actuarially
equivalent to the aggregate total of the Ten
Year Certain Annuity payments that would have
been payable to the Employee hereunder absent
his election to receive a Lifetime Annuity.
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(b) A single sum payment (the "Single Sum
Settlement") in an amount that is actuarially
equivalent to the aggregate total of the Ten Year
Certain Annuity payments that would have been
payable to the Employee hereunder absent his
election to receive a Single Sum Settlement.
Section 4.06. Actuarial Assumptions. For purposes
of computing the actuarial equivalency of the optional
forms of Supplemental Retirement Benefits provided in
Section 4.05 hereof to the aggregate total of the Ten
Year Certain Annuity payments (as determined pursuant
to Sections 4.03 and 4.04 hereof) the Employee would
have been entitled to receive absent his election to
receive one of the optional forms of benefit, the
following actuarial assumptions shall be used:
(a) interest rate: eight percent (8%); and
(b) mortality experience: 1984-UP UNISEX
MORTALITY TABLE.
Section 4.07. Election of Optional Benefit Forms.
If the Employee wishes to elect one of the optional
forms of benefit payment described in Section 4.05
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hereof in lieu of a Ten Year Certain Annuity, the
Employee must make such election in writing on the form
attached hereto as Exhibit A and must deliver the
signed election to the Employer prior to the
Commencement Date.
Section 4.08. Payments After Employee's Death. If
the Employee will receive a Ten Year Certain Annuity or
has validly elected to receive a Single Sum Settlement
and dies prior to receiving payment of all sums due to
him hereunder, the Employer shall make the payments to
which the Employee would have been entitled to the
Employee's Beneficiary. Absent a valid beneficiary
designation, the Employer shall pay such sums to the
Employee's surviving spouse or, in the absence of a
surviving spouse, to the Employee's estate.
ARTICLE V
Miscellaneous
Section 5.01. Succession. This Agreement shall
inure to the benefit of and be binding upon the legal
representatives, successors and assigns of the Employee
and the Employer. The Employer shall assign this
Agreement to any person that succeeds to all or
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substantially all of its business and assets by merger,
consolidation, sale of assets or otherwise and with
which the Employee accepts employment, and shall obtain
the assumption hereof by such successor. In such
event, all references herein to the Employer shall be
deemed and construed to be references to such
successor, provided, however, that such assignment and
assumption shall not reduce or affect any of the
obligations of the assignor hereunder, which
obligations shall continue in full force and effect as
the obligations of a principal and not as the
obligations of a surety to the same extent as though no
assignment had been made.
Section 5.02. Legal Expenses. In the event that
the Employee or his successors institute any legal
action to enforce their rights under, or to recover
damages for breach of, this Agreement, the Employee or
his successors, if the prevailing party, shall be
entitled to recover from the Employer actual expenses
(including attorneys' fees) incurred in connection with
such legal action.
Section 5.03. Titles. The titles of sections
hereof are intended solely for convenience, and no
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provision hereof is to be construed by reference to any
such title.
Section 5.04. Amendment or Modification. No
provision hereof may be amended, modified or waived
unless such amendment, modification or waiver is agreed
to in writing signed by the Employee and the Employer.
Section 5.05. Severability. In the event that any
provision or portion hereof is determined to be invalid
or unenforceable for any reason, the remaining
provisions and portions hereof shall be unaffected
thereby and shall remain in full force and effect to
the fullest extent permitted by law; provided, however,
that if the remaining provisions and portions hereof
are so essentially and inseparably connected, and so
dependent upon, the provision or portion declared
invalid that they are incomplete and incapable of being
given effect without such provision or portion, then
this entire Agreement shall be deemed to be invalid and
unenforceable.
Section 5.06. No Employee Interest or Trust.
Neither anything contained herein nor any action taken
pursuant to the provisions hereof shall create or be
construed to create an interest of the Employee in any
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insurance or annuity policy purchased and owned by the
Employer for the purpose of paying the retirement
benefits payable hereunder, and neither anything
contained herein nor any such action shall create or be
construed to create a trust of any kind or a fiduciary
relationship between the Employer and the Employee, his
beneficiary or any other person. Any funds that may be
set aside or invested by the Employer for the purpose
of paying the Supplemental Retirement Benefits payable
hereunder shall continue for all purposes to be a part
of the general funds of the Employer, and no person
other than the Employer shall, by virtue of the
provisions hereof, have any interest in such funds. To
the extent that any person acquires a right to receive
payments from the Employer hereunder, such right shall
be no greater than the right of any unsecured general
creditor of the Employer.
Section 5.07. Other Benefits. Nothing contained
herein shall be deemed to exclude the Employee from any
supplemental compensation, bonus, pension, insurance,
severance pay or other benefit to which he might
otherwise be or become entitled as an employee of the
Employer.
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Section 5.08. Governing Law. This Agreement
contains the entire understanding between the parties
with respect to the subject matter hereof, and shall be
governed by the laws of the State of Indiana.
IN WITNESS WHEREOF, the Company, the Bank and the
Employee have executed this Agreement as of the date
and year first above written.
COMPANY:
AMBANC CORP.
By: /s/ Howard R. Wright
By: /s/ Karen L. Krodel,
V.P. and Sr. T.O.
Attest:
/s/ Richard H. Schaffer
BANK:
THE AMERICAN NATIONAL
BANK OF VINCENNES
By: /s/ Howard R. Wright
By: /s/ Karen L. Krodel,
V.P. and Sr. T.O.
Attest:
/s/ Richard H. Schaffer
EMPLOYEE:
/s/ Robert G. Watson
Robert G. Watson, Jr.
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EXHIBIT A TO
SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT
ELECTION TO RECEIVE
OPTIONAL FORM OF
SUPPLEMENTAL RETIREMENT BENEFITS
Robert G. Watson, Jr., does hereby elect, pursuant
to Section 4.07 of the Supplemental Retirement Benefits
Agreement (the "Agreement") dated the day of
, 1989, among himself, The American National
Bank of Vincennes and AMBANC Corp., to receive the
optional form of Supplemental Retirement Benefits
indicated below in lieu of a Ten Year Certain Annuity
(all as defined and set forth in the Agreement):
- -------------------------------------------------------
LIFETIME ANNUITY
I hereby elect to receive a Lifetime Annuity
pursuant to Section 4.05(a) of the Agreement.
Dated:
Robert G. Watson, Jr.
- -------------------------------------------------------
SINGLE SUM SETTLEMENT
I hereby elect to receive a Single Sum Settlement
pursuant to Section 4.05(b) of the Agreement.
Dated:
Robert G. Watson, Jr.
0002\10supp-ret.edg