Exhibit 10.6
COMMUNITY BANK OF EXCELSIOR SPRINGS
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Larry Hermreck (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive 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
the Executive's Termination of Employment for reasons other than death,
disability or retirement.
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 Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not covered by
such a policy, Disability means the Executive suffering a sickness, accident or
injury which, in the judgment of a physician satisfactory to the Company,
prevents the Executive from performing substantially all of the Executive's
normal duties for the Company. As a condition to any benefits, the Company may
require the Executive to submit to such physical or mental evaluations and tests
as the Company's Board of Directors deems appropriate.
1.1.4 "Normal Retirement Date" means the Executive attaining age 65.
1.1.5 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or involuntary,
other than by reason of an approved leave of absence.
1.1.6 "Plan year" means twelve months ending on _________________.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates employment on or
after the Normal Retirement Date for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is $2,917.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Retirement Date and continuing for an additional 179 months.
2.2 Early Retirement Benefit. If the Executive terminates employment before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Executive 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 D, based on the date of the Executive's
Termination of Employment. Schedule A is calculated using the interest method of
accounting, a 8.5% discount rate, and assuming monthly compounding and monthly
benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Executive's Normal Retirement Date and continuing for 179 additional months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive 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 Executive's
Termination of Employment.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Executive's Termination of Employment and continuing until the earlier of (a)
the Executive's recovery from the Disability, or (b) 179 months.
2.4 Change of Control Benefit. Upon a Change of Control while the Executive
is in the active service of the Company, the Company shall pay to the Executive
the benefit described in this Section 2.4 in lieu of any other benefit under
this Agreement.
2
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 Executive's
Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days after the Change of Control.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive'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 Executive under Section 2.1 calculated
as if the date of the Executive'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 Executive's death and continuing for 179 additional months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive'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
3
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
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.
5.3 Termination for Cause. If the Company terminates the Executive's
employment for:
5.3.1 Gross negligence or gross neglect of duties;
5.3.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude;
or
5.3.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.4 Suicide. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive 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 Executive'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.
4
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.
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 Executive 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
Executive shall be 100% vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2.1 as of the date of the
amendment or termination.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
5
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 Executive 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 Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have
signed this Agreement.
EXECUTIVE: COMPANY:
COMMUNITY BANK OF EXCELSIOR SPRINGS
/s/ Larry E. Hermreck By: /s/ Robert E. McCrorey
- --------------------------- -------------------------------
Larry E. Hermreck
Title: Board President
----------------------------
6
Larry Hermreck
Schedule "A"
Column A Column B Column C Column D
Plan Early Vested Accrual Monthly
Year-End Monthly Retirement Balance For Early
Accrual Disability Vesting Early Retirement
Plan Year Balance Benefit Percentage Retirement Benefit
1 $19,645 $193 0.00% $0 $0
2 41,027 404 0.00% 0 0
3 64,299 633 30.00% 19,290 344
4 89,627 883 40.00% 35,851 587
5 117,195 1,154 50.00% 58,598 881
6 147,199 1,450 60.00% 88,319 1,220
7 179,855 1,771 70.00% 125,898 1,598
8 215,398 2,121 80.00% 172,318 2,010
9 254,083 2,502 90.00% 228,675 2,451
10 296,187 2,917 100.00% 296,187 2,917
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Almeda Hermreck (Spouse)
-----------------------------------------------------------------------
Contingent Kellie A. Roth, Scott A. Hermreck, Kathy J. Sardo & Amy M. Hermreck
---------------------------------------------------------------------
(Divided equally amount my four children)
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/ Larry E. Hermreck
-------------------------------
Date April 19, 1995
-------------------------------
Accepted by the Company this day of , 199_
By: __________________________________________
Title ___________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Dennis Hartman (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive 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 the Executive's Termination of Employment for reasons other than
death, disability or retirement.
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 Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not
covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.
1.1.4 "Normal Retirement Date" means the Executive attaining age 65.
1.1.5 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.
1.1.6 "Plan year" means twelve months ending on ________________.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates employment on or
after the Normal Retirement Date for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is $933
increased each year between the date of this Agreement and the Executive's
Normal Retirement Date by the percentage (not exceeding 3% per year)
established by and in the discretion of the Company's Board of Directors
each year.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Retirement Date and continuing for an additional 179 months.
2.2 Early Retirement Benefit. If the Executive terminates employment before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Executive 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 D, based on the date of the
Executive's Termination of Employment. Schedule A is calculated using the
interest method of accounting, a 8.5% discount rate, and assuming monthly
compounding and monthly benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Normal Retirement Date and continuing for 179
additional months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Termination of Employment and continuing until
the earlier of (a) the Executive's recovery from the Disability, or (b) 179
months.
2.4 Change of Control Benefit. Upon a Change of Control while the Executive
is in the active service of the Company, the Company shall pay to the Executive
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
Executive's Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days after the Change of Control.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive'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 Executive under Section 2.1
calculated as if the date of the Executive'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 Executive' s death and continuing for 179 additional months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if
3
the beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Executive dies
without a valid beneficiary designation, all payments shall be made to the
Executive's surviving spouse, if any, and if none, to the Executive's surviving
children and the descendants of any deceased child by right of representation,
and if no children or descendants survive, to the Executive'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
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.
5.3 Termination for Cause. If the Company terminates the Executive's
employment for:
5.3.1 Gross negligence or gross neglect of duties;
5.3.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude;
or
5.3.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.4 Suicide. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
4
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Executive'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.
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 Executive 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
Executive shall be 100 vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2.1 as of the date of the
amendment or termination.
5
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, NOR does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment 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 Executive 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 Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
IN WlTNESS WHEREOF, the Executive and a duly authorized Company officer have
signed this Agreement.
EXECUTIVE: COMPANY
Community Bank of Excelsior Springs
/s/ Dennis Hartman By: /s/ Larry E. Hermreck
- ------------------------ ----------------------------------------
Dennis Hartman
Title: Chief Executive Officer
-------------------------------
6
SCHEDULE BASED UPON 3% PRE-RETIREMENT BENEFIT INCREASE
Dennis Hartman
Schedule "A"
Column A Column B Column C Column D
Plan Early Vested Accrual Annual Monthly
Year-End Monthly Retirement Balance For Early Early
Accrual Disability Vesting Early Retirement Retirement
Plan Year Balance Benefit Percentage Retirement Benefit Benefit
1 $1,146 $11 0.00% $0 $0 $0
2 2,431 24 0.00% 0 0 0
3 3,873 38 0.00% 0 0 0
4 5,491 54 10.00% 549 384 32
5 7,308 72 20.00% 1,462 940 78
6 9,349 92 30.00% 2,805 1,657 138
7 11,644 115 40.00% 4,658 2,528 211
8 14,225 140 50.00% 7,113 3,547 296
9 17,130 169 60.00% 10,278 4,709 392
10 20,403 201 70.00% 14,282 6,013 501
11 24,092 237 80.00% 19,274 7,455 621
12 28,257 278 90.00% 25,431 9,038 753
13 32,963 325 100.00% 32,963 10,763 897
14 38,288 377 100.00% 38,288 11,487 957
15 44,323 436 100.00% 44,323 12,218 1,018
16 51,177 504 100.00% 51,177 12,961 1,080
17 58,980 581 100.00% 58,980 13,724 1,144
18 67,889 669 100.00% 67,889 14,514 1,210
19 78,098 769 100.00% 78,098 15,341 1,278
20 89,856 885 100.00% 89,856 16,217 1,351
21 103,488 1,019 100.00% 103,488 17,161 1,430
22 119,452 1,176 100.00% 119,452 18,199 1,517
23 138,442 1,363 100.00% 138,442 19,379 1,615
24 161,720 1,593 100.00% 161,720 20,799 1,733
25 192,668 1,897 100.00% 192,668 22,767 1,897
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Jeanne Hartman
Contingent: Arlo Hartman
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/ Dennis Hartman
------------------------
Date: April 19, 1995
-----------------------------
Accepted by the Company this ____ day of ____________, 199__.
By: _______________________________________
Title: _______________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Deryl Goettling (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive 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 the Executive's Termination of Employment for reasons other than
death, disability or retirement.
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 Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not
covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.
1.1.4 "Normal Retirement Date" means the Executive attaining age 65.
1.1.5 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.
1.1.6 "Plan year" means twelve months ending on _____________.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates employment on or
after the Normal Retirement Date for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is $980
increased each year between the date of this Agreement and the Executive's
Normal Retirement Date by the percentage (not exceeding 3% per year)
established by and in the discretion of the Company's Board of Directors
each year.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Retirement Date and continuing for an additional 179 months.
2.2 Early Retirement Benefit. If the Executive terminates employment before
the Normal Retirement Date, and for reasons other than death or Disability, the
Company shall pay to the Executive 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 D, based on the date of the
Executive's Termination of Employment. Schedule A is calculated using the
interest method of accounting, a 8.5% discount rate, and assuming monthly
compounding and monthly benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Normal Retirement Date and continuing for 179
additional months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Termination of Employment and continuing until
the earlier of (a) the Executive's recovery from the Disability, or (b) 179
months.
2.4 Change of Control Benefit. Upon a Change of Control while the Executive
is in the active service of the Company, the Company shall pay to the Executive
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
Executive's Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days after the Change of Control.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive'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 Executive under Section 2.1
calculated as if the date of the Executive'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 Executive's death and continuing for 179 additional months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary
3
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive'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
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.
5.3 Termination for Cause. If the Company terminates the Executive's
employment for:
5.3.1 Gross negligence or gross neglect of duties,
5.3.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude;
or
5.3.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.4 Suicide. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
4
Article 6
Claims and Review Procedures
6.1 Claims Procedure. The Company shall notify the Executive'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 Renew 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.
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 Executive 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
Executive shall be 100% vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2 l as of the date of the
amendment or termination.
5
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment 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 Executive 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 Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have
signed this Agreement.
EXECUTIVE: COMPANY:
Community Bank of Excelsior Springs
/s/ Deryl Goettling By: /s/ Larry E. Hermreck
- ---------------------------- -----------------------------------
Deryl Goettling
Title Chief Executive Officer
-------------------------------
6
SCHEDULE BASED UPON 3% PRE-RETIREMENT BENEFIT INCREASE
Deryl Goettling
Schedule "A"
Column A Column B Column C Column D
Plan Early Vested Accrual Annual Monthly
Year-End Monthly Retirement Balance For Early Early
Accrual Disability Vesting Early Retirement Retirement
Plan Year Balance Benefit Percentage Retirement Benefit Benefit
1 $2,199 $22 0.00% $0 $0 $0
2 4,667 46 0.00% 0 0 0
3 7,437 73 0.00% 0 0 0
4 10,549 104 10.00% 1,055 444 37
5 14,048 138 20.00% 2,810 1,087 91
6 17,988 177 30.00% 5,396 1,918 160
7 22,428 221 40.00% 8,971 2,929 244
8 27,439 270 50.00% 13,720 4,116 343
9 33,105 326 60.00% 19,863 5,475 456
10 39,521 389 70.00% 27,665 7,006 584
11 46,807 461 80.00% 37,445 8,713 726
12 55,102 543 90.00% 49,591 10,602 884
13 64,581 636 100.00% 64,581 12,686 1,057
14 75,467 743 100.00% 75,467 13,620 1,135
15 88,050 867 100.00% 88,050 14,601 1,217
16 102,735 1,012 100.00% 102,735 15,652 1,304
17 120,139 1,183 100.00% 120,139 16,817 1,401
18 141,376 1,392 100.00% 141,376 18,183 1,515
19 169,424 1,668 100.00% 169,424 20,021 1,668
BENEFICIARY DESIGNATION
I designate the following as beneficiary of any death benefits under the Salary
Continuation Agreement:
Primary: Gail Goettling
------------------------------
Contingent: Stephen Goettling
---------------------------
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/ Deryl Goettling
-------------------------
Date April 21, 1995
-------------------------
Accepted by the Company this ____ day of __________, 199__.
By __________________________________
Title ____________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Jim Alderson (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive 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 the Executive's Termination of Employment for reasons other than
death, disability or retirement.
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 Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not
covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.
1.1.4 "Normal Retirement Date" means the Executive attaining age 65.
1.1.5 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.
1.1.6 "Plan year" means twelve months ending on ________________.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates employment on
or after the Normal Retirement Date for reasons other than death, the Company
shall pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is $700
increased each year between the date of this Agreement and the Executive's
Normal Retirement Date by the percentage (not exceeding 3% per year)
established by and in the discretion of the Company's Board of Directors
each year.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Retirement Date and continuing for an additional 179 months.
2.2 Early Retirement Benefit. If the Executive terminates employment
before the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Executive 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 D, based on the date of the
Executive's Termination of Employment. Schedule A is calculated using the
interest method of accounting, a 8.5% discount rate, and assuming monthly
compounding and monthly benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Normal Retirement Date and continuing for 179
additional months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Termination of Employment and continuing until
the earlier of (a) the Executive's recovery from the Disability, or (b) 179
months.
2.4 Change of Control Benefit. Upon a Change of Control while the
Executive is in the active service of the Company, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days after the Change of Control.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the
active service of the Company, the Company shall pay to the Executive'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 Executive under Section
2.1 calculated as if the date of the Executive'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 Executive's death and continuing for 179 additional months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if
3
the beneficiary predeceases the Executive, or if the Executive names a spouse as
beneficiary and the marriage is subsequently dissolved. If the Executive dies
without a valid beneficiary designation, all payments shall be made to the
Executive's surviving spouse, if any, and if none, to the Executive's surviving
children and the descendants of any deceased child by right of representation,
and if no children or descendants survive, to the Executive'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
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.
5.3 Termination for Cause. If the Company terminates the Executive's
employment for:
5.3.1 Gross negligence or gross neglect of duties;
5.3.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.3.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.4 Suicide. No benefits shall be payable if the Executive commits
suicide within two years after the date of this Agreement, or if the Executive
has made any material misstatement of fact on any application for life insurance
purchased by the Company.
4
Article 6
Claims and Review Procedures
6.1 Claims Procedure. The Company shall notify the Executive'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.
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 Executive 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
Executive shall be 100% vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2.1 as of the date of the
amendment or termination
5
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment 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 Executive 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 Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have
signed this Agreement.
EXECUTIVE: COMPANY:
Community Bank of Excelsior Springs
/s/ Jim Alderson By: /s/ Larry E. Hermreck
- ---------------------------- ------------------------------------
Title Chief Executive Officer
---------------------------------
6
SCHEDULE BASED UPON 3% PRE-RETIREMENT BENEFIT INCREASE
Jim Alderson
Schedule "A"
Column A Column B Column C Column D
Plan Early Vested Accrual Annual Monthly
Year-End Monthly Retirement Balance For Early Early
Accrual Disability Vesting Early Retirement Retirement
Plan Year Balance Benefit Percentage Retirement Benefit Benefit
1 $1,951 $0 0.00% $0 $0 $0
2 4,140 0 0.00% 0 0 0
3 6,599 65 0.00% 0 0 0
4 9,362 92 10.00% 936 333 28
5 12,473 123 20.00% 2,495 815 68
6 15,979 157 30.00% 4,794 1,438 120
7 19,936 196 40.00% 7,974 2,198 183
8 24,413 240 50.00% 12,206 3,091 258
9 29,487 290 60.00% 17,692 4,117 343
10 35,257 347 70.00% 24,680 5,276 440
11 41,841 412 80.00% 33,473 6,575 548
12 49,389 486 90.00% 44,450 8,022 669
13 58,099 572 100.00% 58,099 9,634 803
14 68,246 672 100.00% 68,246 10,398 866
15 80,246 790 100.00% 80,246 11,233 936
16 94,851 934 100.00% 94,851 12,199 1,017
17 114,070 1,123 100.00% 114,070 13,480 1,123
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: C. Lee Alderson - Spouse
---------------------------------
Contingent: Wilma L. Alderson - Mother
------------------------------
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/ James V. Alderson
-------------------------------
Date April 19, 1995
------------------------------------
Accepted by the Company this ____ day of __________, 199__.
By _______________________________________
Title ___________________________________
COMMUNITY BANK OF EXCELSIOR SPRINGS
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February, 1995 by and between
Community Bank of Excelsior Springs (the "Company"), and Margaret Teegarden (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive 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 the Executive's Termination of Employment for reasons other than
death, disability or retirement.
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 Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in such
policy without regard to any waiting period. If the Executive is not
covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.
1.1.4 "Normal Retirement Date" means the Executive attaining age 65.
1.1.5 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.
1.1.6 "Plan year" means twelve months ending on ______________.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. If the Executive terminates employment on
or after the Normal Retirement Date for reasons other than death, the Company
shall pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is $747
increased each year between the date of this Agreement and the Executive's
Normal Retirement Date by the percentage (not exceeding 3% per year) established
by and in the discretion of the Company's Board of Directors each year.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Retirement Date and continuing for an additional 179 months.
2.2 Early Retirement Benefit. If the Executive terminates employment
before the Normal Retirement Date, and for reasons other than death or
Disability, the Company shall pay to the Executive 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 D, based on the date of the
Executive's Termination of Employment. Schedule A is calculated using the
interest method of accounting, a 8.5% discount rate, and assuming monthly
compounding and monthly benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Executive's Normal Retirement Date and continuing for 179 additional months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month following the
Executive's Termination of Employment and continuing until the earlier of (a)
the Executive's recovery from the Disability, or (b) 179 months.
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2.4 Change of Control Benefit. Upon a Change of Control while the
Executive is in the active service of the Company, the Company shall pay to the
Executive 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
Executive's Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days after the Change of Control.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the
active service of the Company, the Company shall pay to the Executive'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 Executive under Section 2.1 calculated
as if the date of the Executive'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 Executive' s death and continuing for 179 additional months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive to the Executive's estate.
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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
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.
5.3 Termination for Cause. If the Company terminates the Executive's
employment for:
5.3.1 Gross negligence or gross neglect of duties;
5.3.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude;
or
5.3.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.4 Suicide. No benefits shall be payable if the Executive commits
suicide within two years after the date of this Agreement, or if the Executive
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 Executive'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
4
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.
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 Executive 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
Executive shall be 100% vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2.1 as of the date of the
amendment or termination.
Article 8
Miscellaneous
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries. survivors. executors. administrators and
transferees.
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8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment 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 Executive 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 Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have
signed this Agreement.
EXECUTIVE: COMPANY:
Community Bank of Excelsior Springs
/s/ Margaret Teegarden By: /s/ Larry E. Hermreck
- ------------------------------- ------------------------------------
Margaret Teegarden
Title: Chief Executive Officer
---------------------------------
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SCHEDULE BASED UPON 3% PRE-RETIREMENT BENEFIT INCREASE
Margaret Teegarden
Schedule "A"
Column A Column B Column C Column D
Plan Early Vested Accrual Annual Monthly
Year-End Monthly Retirement Balance For Early Early
Accrual Disability Vesting Early Retirement Retirement
Plan Year Balance Benefit Percentage Retirement Benefit Benefit
1 $1,676 $17 0.00% $0 $0 $0
2 3,556 35 0.00% 0 0 0
3 5,666 56 0.00% 0 0 0
4 8,037 79 10.00% 804 338 28
5 10,708 105 20.00% 2,141 828 69
6 13,705 135 30.00% 4,111 1,461 122
7 17,088 168 40.00% 6,835 2,232 186
8 20,906 206 50.00% 10,453 3,136 261
9 25,223 248 60.00% 15,134 4,171 348
10 30,112 297 70.00% 21,078 5,338 445
11 35,662 351 80.00% 28,530 6,639 553
12 41,982 413 90.00% 37,784 8,078 673
13 49,205 485 100.00% 49,205 9,665 805
14 57,499 566 100.00% 57,499 10,377 865
15 67,086 661 100.00% 67,086 11,124 927
16 78,274 771 100.00% 78,274 11,925 994
17 91,534 901 100.00% 91,534 12,813 1,068
18 107,715 1,061 100.00% 107,715 13,854 1,154
19 129,085 1,271 100.00% 129,085 15,254 1,271
BENEFICIARY DESIGNATION
I designate the following as beneficiary of benefits under the Director Emeritus
Agreement payable following my death:
Primary: Ronald D. Teegarden - 100%
--------------------------------
Contingent: Christopher L. Teegarden - 50%; Jon P. Teegarden - 50%
------------------------------------------------------
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/ Margaret Teegarden
----------------------------
Date: April 19, 1995
----------------------------
Accepted by the Company this ____ day of __________, 199__.
By ________________________________
Title ___________________________
AMENDMENT
Amendment to application of 0008912349
name of insured Margaret Teegarden
of Excelsior Springs, MO
bearing date of February 21, 1995
SINGLE PREMIUM DEPOSIT IS DETERMINED TO BE $90,000.00.
CONTRACT ISSUED WITH FACE AMOUNT OF $300,000.
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/ Margaret E. Teegarden
--------------------------------------------
Signature of Insured
/s/ Larry E. Hermreck, CEO
--------------------------------------------
Signature of Applicant/Owner
(If other than Insured)
Signed this 21th day of February 1995 in the presence of
___________________________________
Agent