Exhibit 10.5
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Edgar Radley (the
"Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of
the Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as
amended. References to a Code section shall be deemed to be to that section
as it now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Director is not
covered by such a policy, Disability means the Director suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Director from performing
substantially all of the normal duties of a director. As a condition to any
benefits, the Company may require the Director to submit to such physical
or mental evaluations and tests as the Company's Board of Directors deems
appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age
75.
1.1.6 "Termination of Service" means the Director's ceasing to
be a member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Director terminates service on
or after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$671.
2.1.2. Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service
before the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is
the benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing for 119
additional months.
2.3 Disability Benefit. If the Director terminates service for
Disability prior to the Normal - Retirement Date, the Company shall pay to the
Director the benefit described in this Section 2.3.
2
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is
the benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing until the
earlier of (a) the Director's recovery from the Disability, or (b) 119
months.
2.4 Change of Control Benefit. Upon a Change of Control while the Director
is in the active service of the Company, the Company shall pay to the Director
the benefit described in this Section 2.4 in lieu of any other benefit under
this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is
the benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2.4.2 Payment of Benefit. The Company shall pay the benefit to
the Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 There are no Death Benefits arising from this agreement. Upon the Death
of the Director, the Company shall be relieved of any obligations or duties
contained herein. Neither the Director's estate nor his heirs or assigns shall
receive any Benefits on or after the Director's Death.
ARTICLE 4
BENEFICIARIES
4.1 No beneficiary designations are required nor permitted because no
benefits will survive the Director's death.
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280 G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's service
for:
5.2.1 Gross negligence or gross neglect of duties;
3
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any
law or significant Company policy committed in connection with the
Director's service and resulting in an adverse financial effect on the
Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Company, but
notice of this deferral shall be given to the beneficiary.
4
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if,
pursuant to legislative, judicial or regulatory action, continuation of the
Agreement would (i) cause benefits to be taxable to the Director prior to actual
receipt, or (ii) result in significant financial penalties or other
significantly detrimental ramifications to the Company (other than the financial
impact of paying the benefits). In the event of any such amendment or
termination, the Director shall be 100% vested in the benefit determined under
Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the
Company. and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Director's life is a general
asset of the Company to which the Director and beneficiary have no preferred or
secured claim.
5
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
Community Bank of Excelsior Springs
/s/ Edgar Radley By: /s/ Larry E. Hermreck
- ------------------------ -------------------------------
Edgar Radley
Title: Chief Executive Officer
----------------------------
6
Schedule "A"
Edgar Radley
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $ 4,935 $ 61
2 10,306 128
3 16,151 200
4 22,513 279
5 29,438 365
6 36,975 458
7 45,178 560
8 54,106 671
Beneficiary Designation
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Shirley R. Radley
----------------------------
Contingent: To be divided equally among my three children, Larry L. Radley,
---------------------------------------------------------------
Ramona R. Lewis, Joan M. Martin
- -------------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ E. L. Radley
--------------------------
Date April 28, 1995
-------------------------------
Accepted by the Company this _____ day of __________, 199__.
By ________________________________
Title ______________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Cecil Lamb (the
"Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of
the Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Director is not
covered by such a policy, Disability means the Director suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Director from performing
substantially all of the normal duties of a director. As a condition to any
benefits, the Company may require the Director to submit to such physical
or mental evaluations and tests as the Company's Board of Directors deems
appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age
75.
1.1.6 "Termination of Service" means the Director's ceasing to be
a member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Director terminates service on or
after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$525.
2.1.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service before the
Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Director the benefit described in this Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing for 119
additional months.
2.3 Disability Benefit. If the Director terminates service for Disability
prior to the Normal - Retirement Date, the Company shall pay to the Director the
benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is
the benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing until the
earlier of (a) the Director's recovery from the Disability, or (b) 119
months.
2.4 Change of Control Benefit. Upon a Change of Control while the Director
is in the active service of the Company, the Company shall pay to the Director
the benefit described in this Section 2.4 in lieu of any other benefit under
this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is
the benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2
2.4.2 Payment of Benefit. The Company shall pay the benefit to
the Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Director dies while in the active
service of the Company, the Company shall pay to the Director's beneficiary the
benefit described in this Section 3.1.
3.1.1. Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Director under Section
2.1 calculated as if the date of the Director's death were the Normal
Retirement Date.
3.1.2. Payment of Benefit. The Company shall pay the benefit to
the Beneficiary on the first day of each month commencing with the month
following the Director's death and continuing for 119 additional months.
3.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have paid to the
Director had the Director survive.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall designate a beneficiary by
filing a written designation with the Company. The Director may revoke or modify
the designation at any time by filing a new designation. However, designations
will only be effective if signed by the Director and accepted by the Company
during the Director's lifetime. The Director's beneficiary designation shall be
deemed automatically revoked if the beneficiary predeceases the Director, or if
the Director names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Director dies without a valid beneficiary designation, all
payments shall be made to the Director's surviving spouse, if any, and if none,
to the Director's surviving children and the descendants of any deceased child
by right of representation, and if no children or descendants survive, to the
Director's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
ARTICLE 5
GENERAL LIMITATIONS
3
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's service
for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any
law or significant Company policy committed in connection with the
Director's service and resulting in an adverse financial effect on the
Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position
4
to the Company orally or in writing, and the beneficiary (or counsel) shall have
the right to review the pertinent documents. The Company shall notify the
beneficiary of its decision in writing within the sixty-day period, stating
specifically the basis of its decision, written in a manner calculated to be
understood by the beneficiary and the specific provisions of the Agreement on
which the decision is based. If, because of the need for a hearing, the sixty-
day period is not sufficient, the decision may be deferred for up to another
sixty-day period at the election of the Company, but notice of this deferral
shall be given to the beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Director prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Director shall be 100% vested in the benefit determined under Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the Company.
and their beneficiaries, survivors, executors, administrators and transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Director's life is a general
asset of the Company to which the Director and beneficiary have no preferred or
secured claim.
5
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
Community Bank of Excelsior Springs
/s/ Cecil Lamb By: /s/ Larry E. Hermreck
- ---------------------- ---------------------------
Cecil Lamb
Title: Chief Executive Officer
-----------------------
6
Schedule "A"
Cecil Lamb
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $ 3,274 $ 41
2 6,837 85
3 10,716 133
4 14,937 185
5 19,531 242
6 24,531 304
7 29,973 372
8 35,897 445
9 42,344 525
AMENDMENT
Amendment to application of 0008912336
name of insured Cecil E. Lamb
of Excelsior Springs, MO
bearing date of February 24, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $105,000.00.
CONTRACT ISSUED AS A SPECIAL CLASS.
CONTRACT ISSUED WITH FACE AMOUNT OF $50,000.
I hereby agree that the above statement or statements shall be a part of my
application above referred to just as fully as though made in said application.
/s/ Cecil Lamb
-------------------------------------
Signature of Insured
/s/ Larry Hermreck, CEO
-------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 24th day of February 1995 in the presence of
_____________________________________
Agent
a Beneficiary Designation
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Patricia L. Lamb
----------------------------
Contingent: Lance H. Lamb - James D. Lamb - Amalie S. Dysar - Divided Equally
-----------------------------------------------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ Cecil E. Lamb
--------------------------------
Date _____________________________________
Accepted by the Company this _____ day of __________, 199__.
By _______________________________________
Title ___________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Robert Lee Lalumondier
(the "Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of
the Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Director is not
covered by such a policy, Disability means the Director suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Director from performing
substantially all of the normal duties of a director. As a condition to any
benefits, the Company may require the Director to submit to such physical
or mental evaluations and tests as the Company's Board of Directors deems
appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age
75.
1.1.6 "Termination of Service" means the Director's ceasing to be
a member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Director terminates service on or
after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$642.
2.1.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service before the
Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Director the benefit described in this Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing for 119
additional months.
2.3 Disability Benefit. If the Director terminates service for Disability
prior to the Normal - Retirement Date, the Company shall pay to the Director the
benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is
the benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to
the Director on the first day of each month commencing with the month
following the Director's Termination of Service and continuing until the
earlier of (a) the Director's recovery from the Disability, or (b) 119
months.
2.4 Change of Control Benefit. Upon a Change of Control while the Director
is in the active service of the Company, the Company shall pay to the Director
the benefit described in this Section 2.4 in lieu of any other benefit under
this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is
the benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2
2.4.2 Payment of Benefit. The Company shall pay the benefit to
the Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Director dies while in the active
service of the Company, the Company shall pay to the Director's beneficiary the
benefit described in this Section 3.1.
3.1.1. Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Director under Section
2.1 calculated as if the date of the Director's death were the Normal
Retirement Date.
3.1.2. Payment of Benefit. The Company shall pay the benefit to
the Beneficiary on the first day of each month commencing with the month
following the Director's death and continuing for 119 additional months.
3.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have paid to the
Director had the Director survive.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall designate a beneficiary by
filing a written designation with the Company. The Director may revoke or modify
the designation at any time by filing a new designation. However, designations
will only be effective if signed by the Director and accepted by the Company
during the Director's lifetime. The Director's beneficiary designation shall be
deemed automatically revoked if the beneficiary predeceases the Director, or if
the Director names a spouse as beneficiary and the marriage is subsequently
dissolved. If the Director dies without a valid beneficiary designation, all
payments shall be made to the Director's surviving spouse, if any, and if none,
to the Director's surviving children and the descendants of any deceased child
by right of representation, and if no children or descendants survive, to the
Director's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
3
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280 G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's service
for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any
law or significant Company policy committed in connection with the
Director's service and resulting in an adverse financial effect on the
Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific
4
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the
Company of the petition, the Company shall afford the beneficiary (and counsel,
if any) an opportunity to present his or her position to the Company orally or
in writing, and the beneficiary (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the beneficiary of its decision in
writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the beneficiary and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period at the election of
the Company, but notice of this deferral shall be given to the beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Director prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Director shall be 100% vested in the benefit determined under Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the Company.
and their beneficiaries, survivors, executors, administrators and transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits
5
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any
insurance on the Director's life is a general asset of the Company to which the
Director and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
Community Bank of Excelsior Springs
/s/ Robert Lee Lalumondier By: /s/ Larry E. Hermreck
- -------------------------------- ---------------------------------
Robert Lee Lalumondier
Title: Chief Executive Officer
------------------------------
6
Schedule "A"
Robert Lee Lalumondier
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $1,030 $13
2 2,151 27
3 3,371 42
4 4,699 58
5 6,145 76
6 7,718 96
7 9,430 117
8 11,293 140
9 13,322 165
10 15,529 193
11 17,932 222
12 20,547 255
13 23,393 290
14 26,491 328
15 29,862 370
16 33,532 416
17 37,526 465
18 41,873 519
19 46,604 578
20 51,753 642
AMENDMENT
Amendment to application of 0008912378
name of insured Robert Lee Lalumondier
of Holt, MO
bearing date of February 24, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $45,000.00.
CONTRACT ISSUED WITH FACE AMOUNT OF $100,000.00
I hereby agree that the above statement or statements shall be a part of my
application above referred to just as fully as though made in said application.
/s/ Robert Lee Lalumondier
------------------------------------
Signature of Insured
/s/ Larry Hermreck, CEO
------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 24th day of February 1995 in the presence of
____________________________________
Agent
Beneficiary Designation
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Carolyn Louise Lalumondier
---------------------------------
Contingent: Gina Dianne Lalumondier
------------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ Robert L. Lalumondier
--------------------------------
Date _____________________________________
Accepted by the Company this _____ day of __________, 199__.
By ___________________________________
Title ___________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Robert McCrorey (the
"Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of the
Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Director is not covered
by such a policy, Disability means the Director suffering a sickness,
accident or injury which, in the judgment of a physician satisfactory to
the Company, prevents the Director from performing substantially all of the
normal duties of a director. As a condition to any benefits, the Company
may require the Director to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age 75.
1.1.6 "Termination of Service" means the Director's ceasing to be a
member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Director terminates service on
or after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$1,225.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Director the benefit described in this Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing for 119 additional
months.
2.3 Disability Benefit. If the Director terminates service for Disability
prior to the Normal - Retirement Date, the Company shall pay to the Director the
benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing until the earlier of
(a) the Director's recovery from the Disability, or (b) 119 months.
2.4 Change of Control Benefit. Upon a Change of Control while the
Director is in the active service of the Company, the Company shall pay to the
Director the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is the
benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Director dies while in the active
service of the Company, the Company shall pay to the Director's beneficiary the
benefit described in this Section 3.1.
3.1.1. Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Director under Section
2.1 calculated as if the date of the Director's death were the Normal
Retirement Date.
3.1.2. Payment of Benefit. The Company shall pay the benefit to the
Beneficiary on the first day of each month commencing with the month
following the Director's death and continuing for 119 additional months.
3.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have paid to the
Director had the Director survive.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's surviving spouse, if
any, and if none, to the Director's surviving children and the descendants of
any deceased child by right of representation, and if no children or descendants
survive, to the Director's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
3
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an
excess parachute payment under Section 280 G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's
service for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Director's
service and resulting in an adverse financial effect on the Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific
4
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the
Company of the petition, the Company shall afford the beneficiary (and counsel,
if any) an opportunity to present his or her position to the Company orally or
in writing, and the beneficiary (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the beneficiary of its decision in
writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the beneficiary and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period at the election of
the Company, but notice of this deferral shall be given to the beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Director prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Director shall be 100% vested in the benefit determined under Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the
Company. and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits
5
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any
insurance on the Director's life is a general asset of the Company to which the
Director and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
COMMUNITY BANK OF EXCELSIOR SPRINGS
/s/ Robert McCrorey By: /s/ Larry E. Hermreck
- -------------------------- -------------------------------------
Robert McCrorey
Title: Chief Executive Officer
----------------------------------
6
Schedule "A"
Robert McCrorey
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $1,774 $22
2 3,705 46
3 5,807 72
4 8,095 100
5 10,584 131
6 13,294 165
7 16,243 201
8 19,453 241
9 22,947 285
10 26,750 332
11 30,888 383
12 35,393 439
13 40,296 500
14 45,632 566
15 51,439 638
16 57,760 716
17 64,640 801
18 72,128 894
19 80,278 995
20 89,148 105
21 98,802 225
AMENDMENT
Amendment to application of 0008912365
name of insured Robert E. McCrorey
of Excelsior Springs, MO
bearing date of February 24, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $80,000.00.
CONTRACT ISSUED WITH FACE AMOUNT OF $100,000.
I hereby agree that the above statement or statements shall be a part of my
application above referred to just as fully as though made in said application.
/s/ Robert E. McCrorey
----------------------------------------
Signature of Insured
/s/ Larry E. Hermreck
----------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 24th day of February 1995 in the presence of
________________________________________
Agent
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Sarah Jane McCrorey
------------------------------
Contingent: Alice M. McCrorey
---------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ Robert E. McCrorey
-----------------------------
Date April 28, 1995
----------------------------------
Accepted by the Company this _____ day of __________, 199__.
By _________________________________
Title _________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Rodney Rounkles (the
"Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of the
Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Director is not covered
by such a policy, Disability means the Director suffering a sickness,
accident or injury which, in the judgment of a physician satisfactory to
the Company, prevents the Director from performing substantially all of the
normal duties of a director. As a condition to any benefits, the Company
may require the Director to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age 75.
1.1.6 "Termination of Service" means the Director's ceasing to be a
member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Director terminates service on or
after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$817.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Director the benefit described in this Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing for 119 additional
months.
2.3 Disability Benefit. If the Director terminates service for Disability
prior to the Normal - Retirement Date, the Company shall pay to the Director the
benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing until the earlier of
(a) the Director's recovery from the Disability, or (b) 119 months.
2.4 Change of Control Benefit. Upon a Change of Control while the
Director is in the active service of the Company, the Company shall pay to the
Director the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is the
benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Director dies while in the active
service of the Company, the Company shall pay to the Director's beneficiary the
benefit described in this Section 3.1.
3.1.1. Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Director under Section
2.1 calculated as if the date of the Director's death were the Normal
Retirement Date.
3.1.2. Payment of Benefit. The Company shall pay the benefit to the
Beneficiary on the first day of each month commencing with the month
following the Director's death and continuing for 119 additional months.
3.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have paid to the
Director had the Director survive.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's surviving spouse, if
any, and if none, to the Director's surviving children and the descendants of
any deceased child by right of representation, and if no children or descendants
survive, to the Director's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
3
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an
excess parachute payment under Section 280 G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's
service for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Director's
service and resulting in an adverse financial effect on the Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific
4
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the
Company of the petition, the Company shall afford the beneficiary (and counsel,
if any) an opportunity to present his or her position to the Company orally or
in writing, and the beneficiary (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the beneficiary of its decision in
writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the beneficiary and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period at the election of
the Company, but notice of this deferral shall be given to the beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Director prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Director shall be 100% vested in the benefit determined under Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the
Company. and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits
5
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any
insurance on the Director's life is a general asset of the Company to which the
Director and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
Community Bank of Excelsior Springs
/s/ Rodney Rounkles By: /s/ Larry E. Hermreck
- --------------------------- ----------------------------------------------
Rodney Rounkles
Title: Chief Executive Officer
-------------------------------------------
6
Schedule "A"
Rodney Rounkles
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $1,620 $20
2 3,384 42
3 5,303 66
4 7,392 92
5 9,666 120
6 12,140 151
7 14,834 184
8 17,765 220
9 20,956 260
10 24,428 303
11 28,208 350
12 32,321 401
13 36,798 456
14 41,671 517
15 46,975 582
16 52,747 654
17 59,030 732
18 65,868 817
AMENDMENT
Amendment to application of 0008912352
name of insured Rodney Gene Rounkles
of Excelsior Springs, MO
bearing date of February 24, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $65,000.00.
CONTRACT ISSUED WITH FACE AMOUNT OF $135,000.
I hereby agree that the above statement or statements shall be a part of my
application above referred to just as fully as though made in said application.
/s/ Rodney G. Rounkles
----------------------------------------
Signature of Insured
/s/ Larry E. Hermreck, CEO
----------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 24th day of February 1995 in the presence of
________________________________________
Agent
Beneficiary Designation
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Judith K. Rounkles
--------------------------
Contingent: Jill D. Talley and Julie L. Henderson (Divided Equally)
-------------------------------------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ Rodney G. Rounkles
------------------------------
Date ___________________________________
Accepted by the Company this _____ day of __________, 199__.
By _____________________________________
Title _________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
DIRECTOR EMERITUS AGREEMENT
THIS AGREEMENT is made this 24th day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Richard Cox (the
"Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company is willing to provide Director Emeritus benefits to the
Director. The Company will pay the benefits from its general assets.
AGREEMENT
The Director and the Company agree as follows:
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51 % or more of the
Company's outstanding voting common stock followed within twelve (12)
months by termination of the Director's status as a member of the Company's
Board of Directors.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
1.1.3 "Disability" means, if the Director is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Director is not covered
by such a policy, Disability means the Director suffering a sickness,
accident or injury which, in the judgment of a physician satisfactory to
the Company, prevents the Director from performing substantially all of the
normal duties of a director. As a condition to any benefits, the Company
may require the Director to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.
1.1.4 "Plan Year" means twelve months ending on ______________.
1.1.5 "Normal Retirement Date" means the Director attaining age 75.
1.1.6 "Termination of Service" means the Director's ceasing to be a
member of the Company's Board of Directors for any reason whatsoever.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Director terminates service on or
after the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 2.l.
2.1.1. Amount of Benefit. The benefit under this Section 2.1 is
$817.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Retirement Date and continuing for 119 additional months.
2.2 Early Retirement Benefit. If the Director terminates service before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Director the benefit described in this Section 2.2.
2.2.1 Amount of Benefit The benefit under this Section 2.2 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing for 119 additional
months.
2.3 Disability Benefit. If the Director terminates service for Disability
prior to the Normal - Retirement Date, the Company shall pay to the Director the
benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
benefit determined under Schedule A, Column B, based on the date of the
Director's Termination of Service.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Director on the first day of each month commencing with the month following
the Director's Termination of Service and continuing until the earlier of
(a) the Director's recovery from the Disability, or (b) 119 months.
2.4 Change of Control Benefit. Upon a Change of Control while the
Director is in the active service of the Company, the Company shall pay to the
Director the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is the
benefit determined under Schedule A, Column A, based on the date of the
Director's Termination of Service.
2
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Director in a lump sum within 60 days after the Change of Control.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Director dies while in the active
service of the Company, the Company shall pay to the Director's beneficiary the
benefit described in this Section 3.1.
3.1.1. Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Director under Section
2.1 calculated as if the date of the Director's death were the Normal
Retirement Date.
3.1.2. Payment of Benefit. The Company shall pay the benefit to the
Beneficiary on the first day of each month commencing with the month
following the Director's death and continuing for 119 additional months.
3.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have paid to the
Director had the Director survive.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's surviving spouse, if
any, and if none, to the Director's surviving children and the descendants of
any deceased child by right of representation, and if no children or descendants
survive, to the Director's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
3
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280G of the Code.
5.2 Termination for Cause. If the Company terminates the Director's
service for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Director's
service and resulting in an adverse financial effect on the Company.
5.4 Suicide. No benefits shall be payable if the Director commits suicide
within two years after the date of this Agreement, or if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Director's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific
4
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the
Company of the petition, the Company shall afford the beneficiary (and counsel,
if any) an opportunity to present his or her position to the Company orally or
in writing, and the beneficiary (or counsel) shall have the right to review the
pertinent documents. The Company shall notify the beneficiary of its decision in
writing within the sixty-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the beneficiary and
the specific provisions of the Agreement on which the decision is based. If,
because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty-day period at the election of
the Company, but notice of this deferral shall be given to the beneficiary.
ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Director prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Director shall be 100% vested in the benefit determined under Schedule A.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Director and the
Company. and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the Shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate service at any time.
8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of Missouri, except to the extent preempted by the laws of
the United States of America
8.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits
5
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any
insurance on the Director's life is a general asset of the Company to which the
Director and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer have
signed this Agreement.
DIRECTOR: COMPANY:
Community Bank of Excelsior Springs
/s/ Richard Cox By: /s/ Larry E. Hermreck
- ------------------------- ------------------------------------------
Richard Cox
Title: Chief Executive Officer
---------------------------------------
6
Schedule "A"
Richard Cox
Plan
Year-End Monthly
Accrual Retirement/Disability
Plan Year Balance Benefit
1 $682 $8
2 1,424 18
3 2,231 28
4 3,111 39
5 4,067 50
6 5,109 63
7 6,242 77
8 7,475 93
9 8,818 109
10 10,279 127
11 11,870 147
12 13,600 169
13 15,484 192
14 17,535 217
15 19,767 245
16 22,196 275
17 24,839 308
18 27,717 344
19 30,848 382
20 34,257 425
21 37,966 471
22 42,004 521
23 46,399 575
24 51,182 635
25 56,388 699
26 62,053 769
27 68,220 846
AMENDMENT
Amendment to application of 0008912310
name of insured Richard N. Cox
of Excelsior Springs, MO
bearing date of February 24, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $105,000.00.
CONTRACT ISSUED AS A SPECIAL CLASS.
CONTRACT ISSUED WITH FACE AMOUNT OF $50,000.
I hereby agree that the above statement or statements shall be a part of my
application above referred to just as fully as though made in said application.
/s/ Richard N. Cox
----------------------------------------
Signature of Insured
Larry E. Hermreck, CEO
----------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 24th day of February 1995 in the presence of
________________________________________
Agent
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Mary A. Cox (wife)
------------------------
Contingent: Lisa A. Hall (daughter)
-----------------------------
Note: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE AND
THE EXACT DATE OF THE TRUST AGREEMENT.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature /s/ Richard N. Cox
-------------------------------
Date May 2, 1995
------------------------------------
Accepted by the Company this _____ day of __________, 199__.
By _____________________________________
Title _________________________________