EXHIBIT 10.6
Community Central Bank Supplemental Executive Retirement Plan
The attached form of plan was entered into between the "Bank" and Ronald R.
Reed, President and CEO of Community Central Bank and Ray T. Colonius, Senior
Vice President and CFO, Community Central Bank. Additionally, the attached form
of plan was entered into between the "Corporation" and David A. Widlak, Chairman
and CEO, Community Central Bank Corporation.
COMMUNITY CENTRAL BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
COMMUNITY CENTRAL BANK SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
EFFECTIVE JANUARY 1, 2003
PURPOSE
The purpose of the Plan is to provide supplemental retirement benefits
to a select group of employees who contribute materially to the continued
growth, development and future business success of Community Central Bank,
Community Central Bank Corporation and their affiliated entities. The Plan shall
be unfunded for tax purposes and for purposes of Title I of ERISA.
ARTICLE I
DEFINITIONS
For purposes of the Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
"Annual Benefit" shall mean with respect to any Participant, an annual
benefit equal to the percent of the Participant's Final Average
Compensation set forth in a Participant's Plan Agreement.
Notwithstanding the foregoing, where the Plan Agreement expresses the
Annual Benefit as a unit benefit, then the Annual Benefit shall be
equal to the percent of the Participant's Final Average Compensation
set forth in the Participant's Plan Agreement times the number of the
Participant's Years of Credited Service set forth in a Participant's
Plan Agreement, calculated through the last day of the month in which
the Participant experiences a Termination of Employment. A
Participant's Annual Benefit shall not exceed any maximum Annual
Benefit set forth in his Plan Agreement, nor be less than any minimum
Annual Benefit set forth in his Plan Agreement.
"Bank" shall mean Community Central Bank, and any successor to all or
substantially all of the assets or business of the Bank.
"Board" shall mean the board of directors of the Bank or the Holding
Company.
"Change in Control" shall mean the first to occur of any of the
following events:
(a) An acquisition of control of the Bank within the meaning of
the Bank Holding Company Act of 1956 and 12 C.F.R. Part 303.82
as in effect on the date hereof that is not subject to
rebuttal;
(b) Any event that would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") if the Exchange Act
were applicable to the Bank;
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(c) Any "person" (as that term is used in Section 13 and 14(d)(2)
of the Exchange Act) becomes the beneficial owner (as that
term is used in Section 13(d) of the Exchange Act), directly
or indirectly, of 25% or more of the Bank's outstanding
securities entitled to vote in the election of directors;
(d) Individuals who are members of the board of directors of the
Holding Company on the date of adoption of this Plan (the
"Incumbent Board") cease for any reason to constitute at least
a majority thereof, provided that any person becoming a
director subsequent to the date of adoption of this Plan 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 Holding Company's stockholders
was approved by a nominating committee serving under an
Incumbent Board, shall be considered a member of the Incumbent
Board;
(e) The sale of all or substantially all of the assets of the Bank
or the Holding Company, excluding transfers to entities that
are within a "controlled group of corporations" (as defined in
Code Section 1563) in which the Bank is the parent
corporation; or
(f) A reorganization, merger, consolidation or similar transaction
involving the Holding Company in which the Holding Company is
not the resulting entity or the Holding Company is the
resulting entity but the stockholders of the Holding Company
immediately prior to such transaction do not own at least 50%
of the voting securities of the Holding Company immediately
following the completion of such transaction.
"Claimant" shall have the meaning set forth in Section 12.1.
"Code" shall mean the Internal Revenue Code 1986, as it may be amended
from time to time.
"Committee" shall mean the committee described in Article 10.
"Compensation" shall mean the annual cash compensation relating to
services performed by a Participant for the Bank or the Holding Company
during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year,
excluding fringe benefits, stock options, other stock based
compensation, relocation expenses, non-monetary awards, and automobile
and other allowances paid to a Participant for employment services
rendered (whether or not such allowances are included in the
Participant's gross income). Compensation shall be calculated before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of the
Bank and shall be calculated to include amounts not otherwise included
in the Participant's gross income under Code Sections 125, 402(e)(3),
402(h), or 403(b) pursuant to plans established by the Bank; provided,
however, that all such amounts will be
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included in compensation only to the extent that, had there been no
such plan, the amount would have been payable in cash to the
Participant.
"Early Retirement Date" shall mean the later of (i) the date that the
Participant elects in his Plan Agreement to have his Monthly Benefit
commence under this Plan, which date is prior to the Participant's
Normal Retirement Date and no earlier than the date the Participant
will attain age 62, and (ii) the date of the Participant's Termination
of Employment.
"Early Retirement Monthly Benefit" shall mean a monthly amount equal to
the Equivalent Actuarial Value of the Participant's Monthly Benefit
(reflecting the commencement of benefits on the Participant's Early
Retirement Date rather than his Normal Retirement Date).
"Employee" shall mean a person who is classified as an employee of the
Bank or the Holding Company.
"Equivalent Actuarial Value" shall mean, unless otherwise specified in
the Plan Agreement, a benefit of equivalent value to another form of
benefit, computed on the basis of an interest rate factor of 7 percent
per annum.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
"Final Average Compensation" shall mean the amount determined by
dividing by three the Participant's aggregate Compensation during the
three Plan Years (whether or not consecutive) that results in the
largest total.
"Holding Company" shall mean Community Central Bank Corporation, the
parent corporation of the Bank.
"Monthly Benefit" shall mean one twelfth (1/12) of the Participant's
Annual Benefit.
"Normal Retirement Date" shall mean the later of (i) the date of the
Participant's Termination of Employment or (ii) the Participant's
attainment of age sixty-five (65).
"Participant" shall mean any Employee (i) who is selected to
participate in the Plan, (ii) who signs a Plan Agreement and (iii)
whose signed Plan Agreement is accepted by the Bank or the Committee. A
spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an Annual Benefit under the Plan, even
if he or she has an interest in the Participant's benefits under the
Plan as a result of applicable law or property settlements resulting
from legal separation or divorce.
"Payout Period" shall mean the number of consecutive months set forth
as the Payout Period in a Participant's Plan Agreement, commencing on
the first day of
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the calendar month next following the Participant's Normal Retirement
Date, except as otherwise provided in Section 3.2(a).
"Plan" shall mean this Supplemental Executive Retirement Plan, which
shall be evidenced by this instrument and by each Plan Agreement, as
they may be amended from time to time.
"Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between the Bank or the
Holding Company and a Participant. Should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by
the Bank or the Holding Company shall supersede all previous Plan
Agreements in their entirety and shall govern such entitlement. The
terms of any Plan Agreement may be different for any Participant, and
any Plan Agreement may limit the benefits otherwise provided under the
Plan.
"Plan Year" shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.
"Termination of Employment" shall mean the severing of employment with
the Bank for any reason.
"Trust" shall mean any trust established between the Bank or the
Holding Company and the trustee named therein to provide benefits
hereunder, as amended from time to time.
"Years of Credited Service" shall mean the total number of Plan Years
(or fraction thereof determined on a months basis) taken into account
under a Participant's Plan Agreement for purposes of calculating such
Participant's Annual Benefit.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
2.1 SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees, as
determined by the Committee in its sole discretion from time to time.
From that group, the Committee shall select, in its sole discretion,
Employees to participate in the Plan.
2.2 ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
Employee shall complete, execute and return to the Bank or the
Committee a Plan Agreement. In addition, the Committee shall establish
from time to time such other enrollment requirements as it determines
in its sole discretion are necessary or appropriate.
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
selected to participate in the Plan has met all enrollment requirements
set forth in the Plan
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and required by the Committee, including returning all required
documents to the Bank or the Committee, that Employee shall commence
participation in the Plan on the date his Plan Agreement is executed by
the Bank or the Holding Company.
2.4 TERMINATION OF PARTICIPATION. If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group
is determined in accordance with Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, the Committee shall have the right, in its sole
discretion, to (i) cease further benefit accruals hereunder and/or (ii)
immediately distribute in a single lump sum the Equivalent Actuarial
Value of the Monthly Benefits for the Payout Period, determined as if
the Participant experienced a Termination of Employment, and terminate
the Participant's participation herein.
ARTICLE 3
BENEFITS
3.1 BENEFITS. Upon a Participant's Normal Retirement Date, the Bank shall
pay the Monthly Benefit to him during the Payout Period. Upon a
Participant's Early Retirement Date, the Bank shall pay the Early
Retirement Monthly Benefit to him during the Payout Period.
3.2 NO DEATH BENEFITS.
(a) If the Participant dies before having commenced receiving
benefits under Section 3.1, no benefit shall be paid under
this Plan.
(b) If the Participant dies after he has commenced receiving
benefits under Section 3.1, then benefits under this Plan
shall terminate as of the first day of the month following the
date of death of the Participant.
3.3 ACCELERATION OF BENEFITS; LUMP SUM PAYMENTS. The Committee may
accelerate the payment of a Participant's Monthly Benefits at such time
and in such manner as the Committee may determine, in which case the
accelerated benefit shall be equal to the Equivalent Actuarial Value of
such unpaid Monthly Benefits.
3.4 TAX WITHHOLDING FROM DISTRIBUTIONS. The Bank, the Holding Company, or
the trustee of the Trust, if applicable, shall withhold from any
payments made to a Participant all federal, state and local income,
employment and other taxes required to be withheld by the Bank, the
Holding Company, or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Bank, the Holding Company and the trustee of the
Trust, if applicable.
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ARTICLE 4
IN-SERVICE WITHDRAWALS AND DISTRIBUTIONS
No in-service withdrawals or distributions are permitted under the
Plan.
ARTICLE 5
VESTING
Unless the Participant's Plan Agreement provides for a vesting schedule
with respect to the Plan benefits, the Participant shall be fully vested in his
Monthly Benefit at all times.
ARTICLE 6
PARTICIPANT CONTRIBUTIONS
Participant contributions are neither permitted nor required under the
Plan.
ARTICLE 7
FUNDING
7.1 FUNDING GENERALLY. The Bank's or the Holding Company's obligations
under the Plan shall be an unfunded and unsecured promise to pay. The
Bank or the Holding Company shall not be obligated under any
circumstances to fund in advance its obligations under the Plan, and
when the benefit amount is paid it shall be expensed out of the Bank's
or the Holding Company's general assets.
7.2 OPTION TO FUND INFORMALLY. Notwithstanding Section 7.1, the Bank or the
Holding Company may, at its sole option, or by agreement, informally
fund its obligations under the Plan in whole or in part, provided,
however, that in no event shall such informal funding be construed to
create any trust fund, escrow account or other security for any
Participant with respect to the payment of any benefit under the Plan,
other than as permitted by Internal Revenue Service and Department of
Labor rules and regulations for unfunded supplemental retirement plans.
ARTICLE 8
LEAVE OF ABSENCE
If a Participant is authorized by the Bank or the Holding Company for
any reason to take a leave of absence from employment with the Bank or the
Holding Company, such Participant shall continue to be considered employed by
the Bank or the Holding Company during such leave of absence (and therefore not
to have experienced a Termination of Employment) and service during the leave of
absence shall be credited for purposes of determining the Participant's Years of
Credited Service.
ARTICLE 9
TERMINATION, AMENDMENT OR MODIFICATION
9.1 TERMINATION. Although the Bank anticipates that it will continue as a
sponsor of the Plan for an indefinite period of time, there is no
guarantee that it will continue
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as a sponsor of the Plan or will not terminate its sponsorship of the
Plan at any time in the future. Accordingly, the Bank reserves the
right to terminate its sponsorship of the Plan at any time with respect
to any or all of its Participants, by action of the Board. Upon
termination of sponsorship of the Plan by the Bank, the Annual and
Monthly Benefit of each affected Participant shall be determined as if
he had experienced a Termination of Employment on the date Plan
sponsorship is terminated. Monthly Benefits shall be paid to affected
Participants as follows: Prior to a Change in Control, the Bank shall
have the right, in its sole discretion, to pay the Equivalent Actuarial
Value of the Monthly Benefits for the Payout Period in a lump sum;
otherwise payments shall be made as provided for in Article 3. After a
Change in Control, the Bank shall be required to pay the Equivalent
Actuarial Value of the Monthly Benefits for the Payout Period in a lump
sum. If the Bank terminates its sponsorship of the Plan, the Plan shall
terminate. The termination of sponsorship of the Plan or the
termination of the Plan shall not adversely affect any Participant who
has become entitled to the payment of any benefits under the Plan as of
the date of termination; provided, however, that the Bank shall have
the right to accelerate payments without a premium or prepayment
penalty by paying the Equivalent Actuarial Value of the remaining
benefits in a lump sum.
9.2 AMENDMENT. The Bank may, at any time, amend or modify the Plan in whole
or in part by action of the Board; provided, however, that no amendment
or modification shall be effective to decrease or restrict the value of
a Participant's Annual Benefit determined at the time the amendment or
modification is made, calculated as if the Participant had experienced
a Termination of Employment as of the effective date of the amendment
or modification. The amendment or modification of the Plan shall not
affect any Participant who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or
modification; provided, however, that the Bank shall have the right to
accelerate payments without a premium or prepayment penalty by paying
the Equivalent Actuarial Value of the unpaid Monthly Benefits in a lump
sum.
9.3 EFFECT OF PAYMENT. The full payment of the applicable benefit under the
Plan shall completely discharge all obligations to a Participant under
the Plan.
ARTICLE 10
ADMINISTRATION
10.1 COMMITTEE DUTIES. The Plan shall be administered by a Committee which
shall consist of the Board, or such committee as the Board shall
appoint. Members of the Committee may be Participants under the Plan.
The Committee shall also have the discretion and authority to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for
the administration of the Plan and (ii) decide or resolve any and all
questions including interpretations of the Plan, as may arise in
connection with the Plan. Any individual on the Committee who is a
Participant shall not vote or act on any matter relating solely to
himself. When making a determination or calculation, the Committee
shall be entitled to rely on information furnished by a Participant,
the Bank or the Holding Company.
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10.2 AGENTS. In the administration of the Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties
as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may
be counsel to the Bank or the Holding Company.
10.3 BINDING EFFECT OF DECISIONS. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
10.4 INDEMNITY OF COMMITTEE. The Bank shall indemnify and hold harmless the
members of the Committee, and any person to whom the duties of the
Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to
act with respect to the Plan, except in the case of gross misconduct by
the Committee or any of its members or any such delegate.
10.5 INFORMATION. To enable the Committee to perform its functions, the Bank
and the Holding Company shall supply full and timely information to the
Committee as the Committee may reasonably request.
ARTICLE 11
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant under the Plan are in addition
to any other benefits available to such Participant under any other plan or
program sponsored by the Bank. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided therein.
ARTICLE 12
CLAIMS PROCEDURES
12.1 PRESENTATION OF CLAIM. Any Participant (such Participant being referred
to below as a "Claimant") may deliver to the Committee a written claim
for a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims must
be made within 180 days of the date on which the event that caused the
claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
12.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in
writing:
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(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim,
or any part of it;
(ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect the
claim, and an explanation of why such material or
information is necessary; and
(iv) an explanation of the claim review procedure set
forth in Section 12.3 below.
12.3 REVIEW OF A DENIED CLAIM. With 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
12.4 DECISION ON REVIEW. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(c) such other matters as the Committee deems relevant.
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12.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 12 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
the Plan.
ARTICLE 13
TRUST
13.1 ESTABLISHMENT OF THE TRUST. The Bank may establish the Trust upon such
terms as it deems appropriate.
13.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the
Plan, including a Participant's Plan Agreement, shall govern the rights
of such Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Bank, the
Holding Company, Participants and the creditors of the Bank and the
Holding Company to any assets transferred to the Trust. The Bank and
the Holding Company shall at all times remain liable to carry out its
obligations under the Plan.
13.3 INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be
authorized, upon written instructions received from the Committee or
investment manager appointed by the Committee, to invest and reinvest
the assets of the Trust in accordance with the applicable trust
agreement.
13.4 DISTRIBUTIONS FROM THE TRUST. The Bank's and the Holding Company's
obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust and any such
distribution shall reduce the Bank's and the Holding Company's
obligations under the Plan.
ARTICLE 14
MISCELLANEOUS
14.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.
14.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of the Bank or the
Holding Company. For purposes of the payment of benefits under the
Plan, any and all assets of the Bank or the Holding Company shall be,
and remain the general, unpledged and unrestricted assets of such
entity. The Bank's and the Holding Company's obligation under the Plan
shall be merely of an unfunded and unsecured promise to pay money in
the future.
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14.3 LIABILITY. The Bank's and the Holding Company's liability for the
payment of benefits shall be defined only by the Plan including a
Participant's Plan Agreement. The Bank and the Holding Company shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan including such Participant's Plan Agreement.
14.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part of
the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance allowed by a
Participant or any other person, be transferable by operation of law in
the event of a Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
14.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of the Plan,
including a Participant's Plan Agreement, shall not be deemed to
constitute a contract of employment between the Bank or the Holding
Company and a Participant. Nothing in the Plan shall be deemed to give
a Participant the right to be retained in the service of the Bank or
the Holding Company or to interfere with the right of the Bank or the
Holding Company to discipline or discharge such Participant at any
time.
14.6 FURNISHING INFORMATION. A Participant will cooperate with the Committee
by furnishing any and all information requested by the Committee and
take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder,
including but not limited to, taking such physical examinations as the
Committee may deem necessary.
14.7 TERMS. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
14.8 CAPTIONS. The captions of the articles, sections and paragraphs of the
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
14.9 GOVERNING LAW. Subject to ERISA, the provisions of the Plan shall be
construed and interpreted according to the internal laws of the State
of Michigan without regard to its conflicts of laws and principles.
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14.10 NOTICE. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below.
Director of Human Resources
Community Central Bank
100 North Main Street
Mount Clemens, Michigan 48043
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. Any notice or filing
required or permitted to be given to a Participant under the Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the
last known address of such Participant.
14.11 SUCCESSORS. The provisions of the Plan shall bind and inure to the
benefit of the Bank, the Holding Company and their successors and
assigns and the Participant.
14.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner including, but not limited to, such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
14.13 VALIDITY. In case any provision of the Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but the Plan shall be constructed and enforced
as if such illegal or invalid provision had never been inserted herein.
14.14 INCOMPETENT. If the Committee determines in its discretion that a
benefit under the Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of
that person's property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of
the Participant and shall be a complete discharge of any liability
under the Plan for such payment amount.
14.15 COURT ORDER. The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse
or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion shall have the right,
notwithstanding any election made by the
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Participant, to immediately distribute the spouse's or former spouse's
interest in the Participant's benefits under the Plan to that spouse or
former spouse.
14.16 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
portion of a Participant's benefits under the Plan becomes taxable to
the Participant prior to receipt, a Participant may petition the
Committee for a distribution of that portion of his benefit that has
become taxable. Upon the grant of such a petition, which grant shall
not be unreasonably withheld (and, after a Change in Control, shall be
granted), the Bank or the Holding Company shall distribute to the
Participant immediately available funds in an amount equal to the
taxable portion of his benefit (which amount shall not exceed such
Participant's Equivalent Actuarial Value of his unpaid Monthly
Benefits). If the petition is granted, the tax liability distribution
shall be made within 90 days of the date when the Participant's
petition is granted. Such a distribution shall affect and reduce the
benefits to be paid under the Plan.
14.17 INSURANCE. The Bank or the Holding Company, on its own behalf or on
behalf of the trustee of the Trust, and, in its sole discretion, may
apply for and procure insurance on the life of any Participant, in such
amounts and in such forms as it may choose. The Bank, the Holding
Company or the trustee of the Trust, as the case may be, shall be the
sole owner and beneficiary of any such insurance. No Participant shall
have any interest whatsoever in any such policy or policies, and a
Participant shall at the request of the Bank or the Holding Company
submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies
to whom the Bank or the Holding Company has applied for insurance.
14.18 LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Bank and the
Holding Company is aware that upon the occurrence of a Change in
Control, the Board (which might then be comprised of new members) or
stockholders of the Bank or the Holding Company, or of any successor
corporation, might then cause or attempt to cause Bank or the Holding
Company, or such successor to refuse to comply with its obligations
under the Plan and might cause or attempt to cause the Bank or the
Holding Company to institute, or may institute, litigation seeking to
deny Participants the benefits intended under the Plan. In these
circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Bank, the Holding Company or any successor
corporation has failed to comply with any of its obligations under the
Plan or any agreement thereunder, or, if the Bank, the Holding Company
or any other person takes any action to declare the Plan void or
unenforceable or institutes any litigation or other legal action
designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Bank or the Holding Company
irrevocably authorizes such Participant to retain counsel of his choice
at the expense of the Bank or the Holding Company to represent such
Participant in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Bank or the
Holding Company or any director, officer, stockholder or other person
affiliated with the Bank or the Holding Company or any successor
thereto in any jurisdiction.
13
The Bank and the Holding Company have signed the Plan as of
___________, 2003.
COMMUNITY CENTRAL BANK
By: __________________________
Name: ________________________
Title: _______________________
_______________________
COMMUNITY CENTRAL BANK CORPORATION
By: __________________________
Name: ________________________
Title: _______________________
_______________________
By: __________________________
Name: ________________________
Title: _______________________
_______________________
14
COMMUNITY CENTRAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Community Central Bank (the "Bank") is the sponsor of the Community
Central Bank Supplemental Executive Retirement Plan (the "Plan"). The Bank and
the undersigned executive of the Bank (the "Employee") hereby agree, for good
and valuable consideration, the value of which is hereby acknowledged, that the
Employee shall participate in the Plan as such Plan is currently in effect and
as the same may hereafter be modified or amended. The Employee does hereby
acknowledge that he has been provided with a copy of the Plan as currently in
effect and he does specifically agree to the terms and conditions thereof. The
Employee understands that his receipt (or his Beneficiary's receipt) of benefits
under the Plan shall be subject to all provisions of the Plan. All capitalized
terms not defined herein shall have the meaning assigned to them under the Plan.
PROVISIONS REGARDING PLAN BENEFITS, VESTING, RETIREMENT DATES
AND YEARS OF SERVICE CREDIT
1. No limitations other than those contained in the Plan and this Plan
Agreement shall apply to the Employee's entitlement to benefits under the Plan.
2. The Employee's annual benefit percentage is 50%.
3. The Employee's minimum Annual Benefit shall be $75,000.
4. For purposes of determining "Years of Credited Service", the
Employee shall be credited with all Years of Credited Service earned after
December 31, 1999.
5. The "Payout Period" shall be 180 consecutive months.
6. If elected by the Employee, the Payout Period shall commence on a
designated Early Retirement Date. The Early Retirement Date shall not be earlier
than one year preceding the date the Employee elects in writing to have his
benefits commence. The Employee acknowledges and understands that (a) no benefit
will be paid on an Early Retirement Date unless this written election is made,
and (b) if benefits commence on an Early Retirement Date, the Employee's monthly
payment under the Plan will be smaller than the Monthly Benefit he would have
received had benefits commenced at his Normal Retirement Date, to reflect the
earlier commencement of benefits.
7. The Employee shall vest in his Annual Benefit (including his minimum
Annual Benefit) over a 10-year period, at a rate of 10 percent for each Year of
Credited Service. The Employee shall be 100 percent vested in his Annual Benefit
upon a Change in Control, regardless of his actual Years of Credited Service.
8. In the event that any payments or benefits provided or to be
provided to the Employee pursuant to this Plan Agreement, in combination with
payments or benefits, if any, from other plans or arrangements maintained by the
Holding Company
15
or the Bank, constitute "excess parachute payments" under Section 280G of the
Code that are subject to excise tax under Section 4999 of the Code, the Bank
shall pay to the Employee in cash an additional amount equal to the amount of
the Gross Up Payment (as hereinafter defined). The "Gross Up Payment" shall be
the amount needed to ensure that the amount of such payments and the value of
such benefits received by the Employee (net of such excise tax and any federal,
state and local tax on the Bank's payment to him attributable to such excise
tax) equals the amount of such payments and value of such benefits as he would
receive in the absence of such excise tax and any federal, state and local tax
on the Bank's payment to him attributable to such excise tax. The Bank shall pay
the Gross Up Payment within 30 days after the Change in Control. For purposes of
determining the amount of the Gross Up Payment, the value of any non-cash
benefits and deferred payments or benefits shall be determined by the Bank's
independent auditors in accordance with the principles of Section 280G(d)(3) and
(4) of the Code. In the event that, after the Gross Up Payment is made, the
amount of the excise tax is determined to be less than the amount calculated in
the determination of the actual Gross Up Payment made by the Bank, the Employee
shall repay to the Bank, at the time that such reduction in the amount of excise
tax is finally determined, the portion of the Gross Up Payment attributable to
such reduction, plus interest on the amount of such repayment at the applicable
federal rate under Section 1274 of the Code from the date of the Gross Up
Payment to the date of the repayment. The amount of the reduction of the Gross
Up Payment shall reflect any subsequent reduction in excise taxes resulting from
such repayment. In the event that, after the Gross Up Payment is made, the
amount of the excise tax is determined to exceed the amount anticipated at the
time the Gross Up Payment was made, the Bank shall pay to the Employee, in
immediately available funds, at the time that such additional amount of excise
tax is finally determined, an additional payment ("Additional Gross Up Payment")
equal to such additional amount of excise tax and any federal, state and local
taxes thereon, plus all interest and penalties, if any, owed by the Employee
with respect to such additional amount of excise and other tax. The Bank shall
have the right to challenge, on the Employee's behalf, any excise tax assessment
against him as to which the Employee is entitled to (or would be entitled if
such assessment is finally determined to be proper) a Gross Up Payment or
Additional Gross Up Payment, provided that all costs and expenses incurred in
such a challenge shall be borne by the Bank and the Bank shall indemnify the
Employee and hold him harmless, on an after-tax basis, from any excise or other
tax (including interest and penalties with respect thereto) imposed as a result
of such payment of costs and expenses by the Bank.
BENEFICIARY DESIGNATION
THE EMPLOYEE ACKNOWLEDGES THAT HE MUST DESIGNATE HIS SPOUSE AS HIS SOLE
PRIMARY BENEFICIARY, UNLESS HIS SPOUSE EXECUTES A SPOUSAL CONSENT PERMITTING
ANOTHER PERSON TO BE SO DESIGNATED AS PRIMARY BENEFICIARY.
The Employee designates the following individuals as his "BENEFICIARY".
The Employee acknowledges that he is aware of his right to change such
designation by submitting to the Committee at a subsequent time a new written
designation of his primary and secondary Beneficiaries to whom payment under the
Plan shall be made in the event of his death prior to complete distribution of
the benefits payable to him under
16
the Plan. The Employee understands that any Beneficiary designation made
subsequent to the execution of this Plan Agreement must be executed and dated by
him and shall become effective only when receipt thereof is acknowledged in
writing by the Committee or the Bank.
PRIMARY BENEFICIARIES:
SECONDARY BENEFICIARIES:
The Employee understands that he may at any time, upon written request
to the Bank or the Committee, obtain a copy of the Plan as then in effect.
__________________________________________________ _______________, 2003
, Employee
COMMUNITY CENTRAL BANK
By ______________________________________________ _______________, 2003
Name: ___________________________________________
Title: __________________________________________
17