Exhibit (10)(e)
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ANSON SAVINGS BANK, INC.
SEVERANCE PLAN
THIS IS THE SEVERANCE PLAN ("PLAN") OF ANSON SAVINGS BANK, INC. (THE
"BANK"), A NORTH CAROLINA-CHARTERED SAVINGS BANK, WITH ITS PRINCIPAL OFFICE IN
WADESBORO, NORTH CAROLINA, ADOPTED BY THE BOARD OF DIRECTORS OF THE BANK, TO BE
EFFECTIVE ON THE DATE SET FORTH ON THE LAST PAGE HEREOF.
1. Purpose. The purpose of this Plan is to aid the Bank in attracting
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and retaining capable employees by providing the employees with the severance
benefits set forth herein in the event that there is a change in control of the
Bank. For purposes of this Plan, the term "Employee" means and includes any
person employed by the Bank on a full time basis on the date of consummation or
occurrence of a "Change in Control" (as defined in Subparagraph 2(d) below),
excluding any person employed by the Bank on such date pursuant to a written
employment agreement between any such employee and the Bank.
2. Severance Benefit.
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(a) In the event (i) the Bank or its successor terminates the employment
of any Employee in connection with, or within twenty-four (24) months
after, a "Change in Control" (as defined in Subparagraph 2(d) below),
other than for "cause" (as defined in Paragraph 3 below) or (ii) an
Employee terminates his employment following a Termination Event
pursuant to Paragraph 2(b) below, the Bank shall pay the Employee a
"Severance Benefit" (as calculated pursuant to Subparagraph 2(c)
below).
(b) An Employee shall have the right to terminate his or her employment
upon the occurrence of any of the following events (the "Termination
Events") within twenty-four (24) months following a Change in Control:
(i) The Employee's annual base salary rate is decreased from the
level existing at the effective time of the Change in Control; or
(ii) The Employee is transferred to a location outside of either Anson
County, North Carolina.
A Termination Event shall be deemed to have occurred on the date such
action or event is implemented or takes effect.
(c) For the purposes of this Plan, the amount of any Employee's "Severance
Benefit" shall be calculated as follows:
(i) If the Employee has been employed with the Bank for less than
twenty (20) years, such Employee's Severance Benefit shall be
equal to the greater of (A) an amount equal to two weeks' salary
at the Employee's existing salary rate at the time of termination
multiplied times the Employee's number of complete years of
service as an employee of the Bank or (B) the amount of one
month's salary at the Employee's existing salary rate at the time
of termination.
(ii) If the Employee has been employed with the Bank at least twenty
(20) years, such Employee's Severance Benefit shall be equal to
the greater of (A) an amount equal to two weeks' salary of the
Employee's existing salary rate at the time of termination
multiplied times the Employee's number of complete years of
services as an employee of the Bank, or (B) the amount of two
times the annual salary payable to the Employee at his salary
rate existing on the date of such termination.
Such sum shall be payable as provided in Subparagraph 2(f) below.
(d) For the purposes of this Plan, the term "Change in Control" shall mean
any of the following events:
(i) a change in control of a nature that would be required to be
reported in response to Item 1 of the Current Report on Form 8-K
by the Bank or by any parent holding company of the Bank
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 as in effect on the date hereof (the "Exchange Act"); or
(ii) such time as any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Bank or any
parent holding company of the Bank representing 25 percent or
more of the combined voting power of the outstanding capital
stock of the Bank or any parent holding company of the Bank; or
(iii) individuals who constitute the Board of Directors of the Bank or
any parent holding company of the Bank on the date hereof (each,
an "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board or whose nomination for election
by the shareholders of the Bank or any parent holding company of
the Bank was approved by the Board of Directors of the Bank or
any parent holding company of the Bank or any Nominating
Committee of any such Board, as applicable, shall be considered
as though he or she were a member of the Incumbent Board; or
(iv) the Bank or any parent holding company of the Bank consolidates
or merges with or into another corporation, association or
entity or is otherwise reorganized, where the Bank or any parent
holding company of the Bank is not the surviving corporation in
such transaction; or
(v) all or substantially all of the assets of the Bank or any parent
holding company of the Bank are sold or otherwise transferred to
or are acquired by any other entity or group.
Notwithstanding the other provisions of this Paragraph 2(d), neither
(i) the conversion of
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the Bank from a mutual savings bank to a stock savings bank
("Conversion") pursuant to the rules and regulations regarding mutual
to stock conversions, (ii) the acquisition of capital stock of the
Bank by a parent holding company formed by the Bank to acquire the
capital stock of the Bank issued in connection with a Conversion (iii)
the sale by such parent holding company of its capital stock to the
members of the Bank and the general public pursuant to the rules and
regulations regarding conversions, or (iv) any other event or
transaction which the Board of Directors of the Bank shall determine
is not a Change in Control for purposes of its Plan prior to the
consummation or occurrence thereof, shall constitute a Change in
Control. In addition, a transaction or event shall not be considered a
Change in Control with respect to any Employee benefitted hereby if,
prior to the consummation or occurrence of such transaction or event,
such Employee and the Bank agree in writing that the same shall not be
treated as a Change in Control for purposes of this Plan.
(d) Amounts payable pursuant to this Paragraph 2 shall be paid, at the
option of the Bank or any successor in one lump sum or in equal
monthly payments over a period not to exceed a number of months equal
to the Employee's years of service with the Bank divided by two.
(e) Following a Termination Event which gives rise to an Employee's rights
hereunder, the Employee shall have six (6) months from the date of
occurrence of the Termination Event to terminate his or her employment
pursuant to this Paragraph 2. Any such termination shall be deemed to
have occurred only upon delivery to the Bank (or to any successor
corporation) of written notice of termination which describes the
Change in Control and Termination Event. If an Employee does not so
terminate his employment within such six-month period, he or she shall
thereafter have no further rights hereunder with respect to that
Termination Event, but shall retain rights, if any, hereunder with
respect to any other Termination Event as to which such six month
period has yet to expire.
3. Termination for "Cause." Termination for "cause" shall include
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termination because of the Employee's personal dishonesty, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, or willful violation of any law, rule, regulation (other
than traffic violations or similar offenses) or final cease-and-desist order.
4. Effect on Other Benefits. The benefits payable to or owed to any
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Employee under this Plan shall not be reduced or otherwise affected by the
Employee's receipt or entitlement to benefits under (i) any agreement between
the Employee and the Bank or any parent holding company of the Bank, or (ii)
any other fringe benefit, compensation, or other employee benefit plan of the
Bank or any parent holding company of the Bank, including, but not limited to,
stock option plan, restricted stock agreements or employee stock ownership plan.
In addition, the benefits payable to or owed to any Employee under any such
fringe benefit, compensation or other employee benefit plan of the Bank or any
parent holding company of the Bank shall not be reduced or otherwise affected by
the Employee's receipt or entitlement to benefits under this Plan.
5. Binding Effect. This Plan shall be binding upon any corporate or
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other successor of the Bank which shall acquire, directly or indirectly, by
merger, consolidation, purchase, or otherwise, all or
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substantially all of the assets of the Bank.
6. Modification, Waiver, Amendments. Prior to the consummation or
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occurrence of a Change in Control, as defined herein, this Plan may be
terminated, modified or amended in any manner whatsoever, by resolution adopted
by the Bank's Board of Directors. Prior to the time of the consummation or
occurrence of any Change in Control, no employee shall have any vested rights
pursuant to this Plan. After the consummation or occurrence of a Change in
Control, all Employees shall have vested rights pursuant to this Plan, and this
Plan may not be terminated or modified or amended in a manner to reduce the
benefits payable to any Employee, without the written consent of such Employee.
7. Effect of Plan on Employees. This Plan shall not confer upon any
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employee of the Bank the right to continued employment with the Bank or any
successor to the Bank, nor shall it limit the right of the Bank or any successor
of the Bank to terminate the employment of any employee at any time, subject to
the terms hereof.
8. Withholding. The Bank or any successor to the Bank shall have the
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right to deduct or otherwise effect a withholding of any amount required by
federal or state laws to be withheld as a result of any payments required to be
made under this Plan.
9. Governing Law. Without regard to principles of conflicts of laws, the
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laws of the State of North Carolina shall govern and control the validity,
interpretation, performance and enforcement of this Plan.
10. Inspection of Plan. A copy of this Plan, and any amendments thereto,
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shall be maintained by the Secretary of the Bank and shall be shown to any
proper person making inquiry with respect thereto.
11. Waiver. Any Employee shall have the right to waive the receipt of any
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benefits which would otherwise be payable to such Employee pursuant to this Plan
by executing a writing setting forth the terms of such waiver.
12. Excise Taxes. It is the intent of the parties hereto that all
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payments made pursuant to this Plan shall be deductible by the Bank for federal
income tax purposes and not result in the imposition of an excise tax on any
Employee. Notwithstanding anything contained in this Plan to the contrary, any
payments to be made to or for the benefit of any Employee which are deemed to be
"parachute payments," as such term is defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), shall be modified or reduced to
the extent, but only to the extent, reasonably deemed to be necessary by the
Bank to avoid the imposition of excise taxes on the Employee under Section 4999
of the Code or the disallowance of a deduction to the Bank under Section 280G(a)
of the Code.
Dated ____________________, 1998
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