EXHIBIT 10-G
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT BENEFITS AGREEMENT
This Agreement is made and entered into as of the
16th day of March, 1995, by and among 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").
WHEREAS, 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; and
WHEREAS, 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 termination of his employment with
both the Company and the Bank.
NOW, THEREFORE, 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 I
Definitions
Section 1.01. Account Balance. "Account Balance"
means the Employee's account balance under the AMBANC
Corp. Retirement and Savings Plan as amended (the
"401(k) Plan") that is derived from Employer
contributions including matching contributions and
including any adjustments the 401(k) Plan administrator
deems necessary to account for any early withdrawals by
the Employee from such Employer contributions.
Section 1.02. 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.
2
Section 1.03. Commencement Date. "Commencement
Date" means the date on which the payment of
Supplemental Retirement Benefits to the Employee begins
and shall be the first day of the month following the
Termination Date.
Section 1.04. Termination. "Termination" means
termination of the Employee's employment for any reason
(including discharge, resignation, retirement,
disability or death) with both the Company and the Bank
(or 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).
Section 1.05. 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 Termination.
ARTICLE II
Supplemental Retirement Benefits
Section 2.01. Fifteen Year Certain Annuity. Upon a
Termination the Employee shall be entitled to receive
from the Employer a monthly annuity payment (the
"Annuity Payment") in an amount determined in
accordance with Sections 2.02 and 2.03 hereof payable
to the Employee during his lifetime, but in any event
payable for a period of not less than one hundred
eighty (180) months (the "Fifteen 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 eighty
(180) Annuity Payments, shall continue to be paid after
the Employee's death as provided in Section 2.04 below
until an aggregate total of one hundred eighty (180)
such monthly Annuity Payments have been paid to the
Employee and the Beneficiary (or other successor to
whom such Annuity Payments are made after the
Employee's death).
Section 2.02. Amount of Annuity Payments. Subject
to adjustment pursuant to Section 2.03 (if applicable),
the amount of each Annuity Payment payable to the
Employee pursuant to Section 2.01 hereof shall be
determined as follows:
3
(a) If the Termination Date occurs after March
31, 2000, the amount of each Annuity Payment
shall be Seven Thousand Two Hundred Dollars
($7,200).
(b) If the Termination Date occurs prior to
April 1, 2000, the amount of each Annuity
Payment shall be (i) One Thousand Nine
Hundred Forty-eight Dollars and Eighty Cents
($1,948.80), plus (ii) the product obtained
by multiplying Eighty-seven Dollars and
Fifty-two Cents ($87.52) times the number of
full calendar months from March 31, 1995 to
the Termination Date (excluding the month in
which the Termination Date occurs, and not
exceeding 60 months in any event).
Section 2.03. Adjustment Based on Retirement and
Savings Plan. The Employee is a participant in the
401(k) Plan. Dependent upon the balance of the
Employer's contributions to the Account Balance under
the 401(k) Plan as of the Termination Date, an
adjustment shall be made to the amount of each Annuity
Payment as follows:
(a) If the Termination Date occurs after June
30, 1999 and the Account Balance as of
December 31, 1999 is less than $235,000, the
Annuity Payment will be increased by $10 for
each $1,000 that $235,000 exceeds the
Account Balance. If the Account Balance
exceeds $235,000, the Annuity Payment will
be decreased by $10 for each $1,000 that the
Account Balance exceeds $235,000.
(b) If the Termination Date occurs after June
30, 1998 and before July 1, 1999 and the
Account Balance as of December 31, 1998 is
less than $205,000, the Annuity Payment will
be increased by $9.10 for each $1,000 that
$205,000 exceeds the Account Balance. If
the Account Balance exceeds $205,000, the
Annuity Payment will be decreased by $9.10
for each $1,000 that the Account Balance
exceeds $205,000.
(c) If the Termination Date occurs after June
30, 1997 and before July 1, 1998 and the
Account Balance as of December 31, 1997 is
less than $177,000, the Annuity Payment will
be increased by $8.40 for each $1,000 that
$177,000 exceeds the Account Balance. If
4
the Account Balance exceeds $177,000, the
Annuity Payment will be decreased by $8.40
for each $1,000 that the Account Balance
exceeds $177,000.
(d) If the Termination Date occurs after June
30, 1996 and before July 1, 1997 and the
Account Balance as of December 31, 1996 is
less than $151,000, the Annuity Payment will
be increased by $7.80 for each $1,000 that
$151,000 exceeds the Account Balance. If
the Account Balance exceeds $151,000, the
Annuity Payment will be decreased by $7.80
for each $1,000 that the Account Balance
exceeds $151,000.
(e) If the Termination Date occurs after June
30, 1995 and before July 1, 1996 and the
Account Balance as of December 31, 1995 is
less than $127,000, the Annuity Payment will
be increased by $7.10 for each $1,000 that
$127,000 exceeds the Account Balance. If
the Account Balance exceeds $127,000, the
Annuity Payment will be decreased by $7.10
for each $1,000 that the Account Balance
exceeds $127,000.
Section 2.04. Payments After Employee's Death. If
the Employee dies at any time after the effective date
of this Agreement, the Employer shall make any and all
payments to which the Employee would have been entitled
if not for the Employee's death 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 III
Miscellaneous
Section 3.01. Succession. This Agreement shall
inure to the benefit of and be binding upon and may be
enforced by the Employer, its legal representatives,
successors and assigns, including without limitation,
any corporation which may acquire all or substantially
all of the Employer's assets and business or into which
the Employer may be consolidated or merged, and shall
be binding on the Employee and inure to the benefit of
and may be enforced by the Employee, his legal
representatives, heirs, executors, and administrators.
5
Section 3.02. 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 3.03. Titles. The titles of sections
hereof are intended solely for convenience, and no
provision hereof is to be construed by reference to any
such title.
Section 3.04. Amendment or Modification. No
provision hereof may be amended, modified or waived
unless such amendment, modification or waiver is agreed
to in writing and signed by the Employee and the
Employer.
Section 3.05. 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
depended 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 3.06. 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
insurance or annuity policy purchased and owned by the
Employer for the purposes 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
6
be no greater than the right of any unsecured general
creditor of the Employer.
Section 3.07. 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.
Section 3.08. 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.
ARTICLE V
Effective Date
This Agreement is effective as of March 16, 1995.
This Agreement amends and completely restates the
Supplemental Retirement Benefits Agreement, which
became effective on June 20, 1989.
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
BANK:
THE AMERICAN NATIONAL BANK
OF VINCENNES
By: /s/ Howard R. Wright
EMPLOYEE:
/s/ Robert G. Watson, Jr.
Robert G. Watson, Jr.