EXHIBIT 10.7
Community Central Bank Death Benefit 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
DEATH BENEFIT PLAN
COMMUNITY CENTRAL BANK
DEATH BENEFIT PLAN
EFFECTIVE JANUARY 1, 2003
PURPOSE
The purpose of the Plan is to provide supplemental death 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:
"Bank" shall mean Community Central Bank, and any successor to all or
substantially all of the assets or business of the Bank.
"Beneficiary" shall mean one or more persons, estates or other
entities, designated in accordance with Article 5, that are entitled to
receive benefits under the Plan upon the death of a Participant.
"Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Bank or the Committee to designate one or more
Beneficiaries.
"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;
(c) Any "person" (as that term is used in Section 13 and 14(d)(2)
of the Exchange Act), other than the Holding Company or an
affiliate of the Holding Company, 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;
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(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 10.1.
"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 8.
"Employee" shall mean a person who is classified as an employee of the
Bank or the Holding Company.
"Equivalent Actuarial Value" shall mean a benefit of equivalent value
to another benefit or form of benefit, computed using 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.
"Holding Company" shall mean Community Central Bank Corporation, the
parent corporation of the Bank.
"Participant" shall mean any Employee (i) who is selected to
participate in the Plan, (ii) who signs a Plan Agreement and a
Beneficiary Designation Form and (iii) whose signed Plan Agreement and
Beneficiary Designation Form are
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accepted by the Bank or the Committee. A spouse or former spouse of a
Participant shall not be treated as a Participant in the 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.
"Plan" shall mean this Death Benefit 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.
"Pre-Commencement Death Benefit" shall mean a single sum amount equal
to the Equivalent Actuarial Value of the Participant's SERP Benefit.
The determination of a Participant's Pre-Commencement Death Benefit
shall be determined by the Committee, which determination shall be
conclusive and binding on all persons.
"Post-Commencement Death Benefit" shall mean a single sum amount equal
to the Equivalent Actuarial Value of the Participant's remaining
payments under his SERP Benefit at the time of the Participant's death.
The determination of a Participant's Post-Commencement Death Benefit
shall be determined by the Committee, which determination shall be
conclusive and binding on all persons.
"SERP" shall mean the Community Central Bank Supplemental Executive
Retirement Plan, as in effect at the relevant time.
"SERP Benefit" shall mean with respect to any Participant, his vested
Annual Benefit as determined under the SERP. The SERP Benefit shall be
determined by the Committee in its sole discretion.
"Tax Gross-Up Amount" shall mean an amount to compensate a
Participant's Beneficiary for federal, state and local income and
employment taxes attributable to the Participant's Death Benefit. A
Participant's Tax-Gross Up Amount shall be 45 percent of the
Participant's Pre-Commencement Death Benefit or Post-Commencement Death
Benefit, as the case may be.
"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.
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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 and a Beneficiary Designation Form. 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 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 Employee 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 terminate the Employee's participation in the Plan.
ARTICLE 3
DEATH BENEFITS
3.1 DEATH BENEFITS. If a Participant dies prior to the commencement of his
SERP Benefit, then there shall be paid to the Participant's Beneficiary
a single sum amount equal to the Participant's Pre-Commencement Death
Benefit plus the Tax Gross-Up Amount. If a Participant dies after the
commencement of his SERP Benefit under the SERP, then there shall be
paid to the Participant's Beneficiary a single sum equal to the
Participant's Post-Commencement Death Benefit plus the Tax Gross-Up
Amount. Payment of a Participant's death benefit hereunder shall be
made as soon as administratively practicable after the Participant's
death.
3.2 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's Beneficiary 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
FUNDING
4.1 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.
4.2 OPTION TO FUND INFORMALLY. 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 or Beneficiary 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 5
BENEFICIARY DESIGNATION
5.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his Beneficiary(ies) (both primary as well as contingent) to
receive any benefits payable under the Plan upon the death of the
Participant. The Beneficiary designated under the Plan may be the same
as or different from the Beneficiary designated under any other plan of
the Bank or the Holding Company in which the Participant participates.
5.2 BENEFICIARY DESIGNATION: CHANGE; SPOUSAL CONSENT. A Participant shall
designate his Beneficiary by completing and signing the Beneficiary
Designation Form and returning it to the Bank or the Committee. A
Participant shall have the right to change a Beneficiary by completing,
signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committee's rules and procedures, as in effect
from time to time. If the Participant names someone other than his
spouse as a Beneficiary, a spousal consent, in the form designated by
the Committee, must be signed by that Participant's spouse and returned
to the Bank or the Committee. Upon the acceptance by the Bank or the
Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Bank or the Committee prior to his
death.
5.3 ACKNOWLEDGMENT. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Bank or the Committee.
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5.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 5.1, 5.2 and 5.3 above or, if all
designated Beneficiaries predecease a Participant or die prior to
complete distribution of the Participant's benefits, then a
Participant's designated Beneficiary shall be deemed to be his
surviving spouse. If a Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the Participant's estate.
5.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to the Plan, the
Committee shall have the right, exercisable in its discretion, to cause
the Bank or the Holding Company to withhold such payments until this
matter is resolved to the Committee's satisfaction.
5.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Bank, the Holding
Company and the Committee from all further obligations under the Plan
with respect to the Participant.
ARTICLE 6
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
eligible for a benefit under this Plan should the Participant die while on such
leave of absence).
ARTICLE 7
TERMINATION, AMENDMENT OR MODIFICATION
7.1 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 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 the Plan in its
entirety at any time, or 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 or
termination of the Plan, no benefits shall be paid under this Plan;
provided, however, that the termination of sponsorship of the Plan or
the termination of the Plan shall not adversely affect any Beneficiary
who has become entitled to the payment of any benefits under the Plan
as of the effective date of termination.
7.2 AMENDMENT. The Bank may, at any time, amend or modify the Plan in whole
or in part by action of the Board. The amendment or modification of the
Plan shall not affect any Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification.
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7.3 EFFECT OF PAYMENT. The full payment of the applicable benefit under the
Plan shall completely discharge all obligations to a Participant and
his designated Beneficiaries under the Plan.
ARTICLE 8
ADMINISTRATION
8.1 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.
8.2 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.
8.3 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.
8.4 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.
8.5 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.
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ARTICLE 9
OTHER BENEFITS AND AGREEMENTS
The benefits provided 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 10
CLAIMS PROCEDURES
10.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary 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.
10.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in
writing:
(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 10.3 below.
10.3 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
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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.
10.4 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.
10.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 10 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 11
TRUST
11.1 ESTABLISHMENT OF THE TRUST. The Bank may establish the Trust upon such
terms as it deems appropriate.
11.2 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.
11.3 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.
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11.4 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 12
MISCELLANEOUS
12.1 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.
12.2 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.
12.3 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.
12.4 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.
12.5 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.
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12.6 FURNISHING INFORMATION. A Participant or his Beneficiary 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.
12.7 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.
12.8 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.
12.9 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.
12.10 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.
12.11 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 and the Participant's designated
Beneficiaries.
12.12 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.
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12.13 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.
12.14 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 the Participant's Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for
such payment amount
12.15 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 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.
12.16 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.
12.17 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
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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.
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: _______________________
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COMMUNITY CENTRAL BANK DEATH BENEFIT PLAN AGREEMENT
AND BENEFICIARY DESIGNATION
AGREEMENT
Community Central Bank (the "Bank") sponsors the Community Central Bank
Death Benefit 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 currently in effect or as 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 the receipt of benefits under
the Plan shall be subject to all provisions of the Plan.
BENEFICIARY DESIGNATION
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. 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. THE
EMPLOYEE ACKNOWLEDGES THAT HE MUST DESIGNATE HIS SPOUSE AS HIS SOLE PRIMARY
BENEFICIARY, UNLESS HIS SPOUSE EXECUTES THE ATTACHED SPOUSAL CONSENT.
PRIMARY BENEFICIARIES [NAME, ADDRESS, % INTEREST]:
________________________________
________________________________
________________________________
________________________________
________________________________
________________________________
CONTINGENT BENEFICIARIES [NAME, ADDRESS, % INTEREST]:
________________________________
________________________________
________________________________
________________________________
________________________________
________________________________
[PROVIDE SCHEDULE OF ADDITIONAL PRIMARY OR CONTINGENT BENEFICIARIES,
IF NECESSARY]
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: __________________________________________
14
SPOUSAL CONSENT
I understand that my spouse has designated someone other than myself as
primary beneficiary of his entire benefit under the Plan. I hereby consent to
that designation and any subsequent Beneficiary designation he or she may make.
_________________________________________________ ______________, 200__
, Spouse
15