Exhibit 10.12
ADDENDUM A
THE FARMERS CITIZENS BANK
SPLIT DOLLAR AGREEMENT
THIS SPLIT DOLLAR AGREEMENT is entered into as of this day of , 2001,
by and between The Farmers Citizens Bank, an Ohio-chartered, FDIC-insured bank
with its main office in Bucyrus, Ohio (the "Bank") and G.W. Holden, its
President and Chief Executive Officer (the "Executive"). This Split Dollar
Agreement shall append the Split Dollar Endorsement entered into on even date
herewith, or as subsequently amended, by and between the aforementioned parties.
To encourage the Executive to remain an employee of the Bank, the Bank is
willing to divide the death proceeds of a life insurance policy on the
Executive's life. The Bank will pay life insurance premiums from its general
assets.
ARTICLE 1
GENERAL DEFINITIONS
Capitalized terms not otherwise defined in this Split Dollar Agreement are
used herein as defined in the Salary Continuation Agreement of even date
herewith. The following terms shall have the meanings specified:
"Insurer" means Transamerica Assurance Company.
"Policy" means insurance policy no. 50394263 issued by the Insurer.
"Insured" means the Executive.
ARTICLE 2
POLICY OWNERSHIP/INTERESTS
2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall
have the right to exercise all incidents of ownership. The Bank shall be the
beneficiary of any death proceeds remaining after the Executive's interest has
been paid under Section 2.2 of this Split Dollar Agreement.
2.2 Executive's Interest. The Executive shall have the right to designate
the beneficiary(ies) of death proceeds. Should the Insured be employed by the
Bank at the time of death, retired from the Bank at the time of death, or
terminated from the Bank due to disability, as defined in the Insured's Salary
Continuation Agreement with the Bank in effect at the time of said disability,
at the time of death, then the Insured's Beneficiary(ies), designated in
accordance with the Split Dollar Policy Endorsement, shall be entitled to an
amount equal to the amount set forth in Exhibit A that corresponds to the age of
the Insured at the time of death, or one hundred percent (100%) of the net at
risk insurance portion of the proceeds, whichever amount is less. The net at
risk insurance portion is the total proceeds less the cash value of the Policy.
The Executive shall also have the right to elect and change settlement options
specified in the Policy that may be permitted.
2.3 Option to Purchase. The Bank shall not sell, surrender or transfer
ownership of the Policy while this Split Dollar Agreement is in effect without
first giving the Executive or the Executive's transferee a right of first
refusal to purchase the Policy for the Policy's interpolated terminal reserve
value. The right of first refusal to purchase the Policy must be exercised
within 60 days from the date the Bank gives written notice of the Bank's
intention to sell, surrender or transfer ownership of the Policy. This provision
shall not impair the right of the Bank to terminate this Split Dollar Agreement.
2.4 Comparable Coverage. Upon execution of this Agreement, the Bank shall
maintain the Policy in full force and effect, and the Bank shall not amend,
terminate or otherwise abrogate the Executive's interest in the Policy unless
the Bank (a) replaces the Policy with a comparable insurance policy to cover the
benefit provided under this Split Dollar Agreement and (b) executes a new Split
Dollar Agreement and Endorsement for the comparable insurance policy. The Policy
or any comparable policy shall be subject to the claims of the Bank's creditors.
ARTICLE 3
PREMIUMS
3.1 Premium Payment. The Bank shall pay any premiums due on the
Policy.
3.2 Imputed Income. The Bank shall impute income to the Executive in an
amount equal to (a) the current term rate for the Executive's age, multiplied by
(b) the net death benefit payable to the Executive's beneficiary(ies). The
"current term rate" is the minimum amount required to be imputed under Revenue
Rulings 64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 4
ASSIGNMENT
The Executive may assign without consideration all interests in the Policy
and in this Split Dollar Agreement to any person, entity or trust. If the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Split Dollar Agreement shall
be vested in the Executive's transferee, who shall be substituted as a party
hereunder, and the Executive shall have no further interest in the Policy or in
this Split Dollar Agreement.
ARTICLE 5
INSURER
The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Split Dollar Agreement.
ARTICLE 6
CLAIMS PROCEDURE
6.1 Claims Procedure. The Bank shall notify in writing any person or
entity making a claim under this Split Dollar Agreement (the "Claimant') of his
or her eligibility or ineligibility for benefits under this Split Dollar
Agreement. The Bank shall provide the written notice within 90 days after
Claimant's written application for benefits. If the Bank determines that the
Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for the denial, (2) a specific reference to the
provisions of this Split Dollar Agreement on which 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 this Split Dollar Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the Claimant wishes to
have the claim reviewed. If the Bank determines that there are special
circumstances requiring additional time to make a decision, the Bank shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, extending the time for up to an additional 90
days.
6.2 Review Procedure. If the Bank determines that the Claimant is not
eligible for benefits or full benefits, or if the Claimant believes that he or
she is entitled to greater or different benefits, the Claimant shall have the
opportunity to have his or her claim reviewed by the Bank by filing a petition
for review with the Bank within 60 days after receipt of the written notice
issued by the Bank. The Claimant's petition shall state the specific reasons the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within 60 days after the Bank's receipt of the petition, the Bank
shall give the Claimant (and counsel, if any) an opportunity to present his or
her position to the Bank verbally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Bank shall notify
the Claimant of the Bank's decision in writing within the 60-day period, stating
specifically the basis of its decision and identifying the specific provisions
of this Split Dollar Agreement on which the decision is based. If, because of
the need for a hearing, the 60-day period is not sufficient, the decision may be
deferred for up to another 60-day period at the election of the Bank, but notice
of this deferral must be given to the Claimant.
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ARTICLE 7
AMENDMENTS AND TERMINATION
7.1 Amendment. This Split Dollar Agreement may be amended only by a
writing signed by the Bank and the Executive.
7.2 Termination of Agreement. This Split Dollar Agreement shall terminate
upon the occurrence of any one of the following:
(a) The Insured's employment from the Bank terminates without the
Insured being entitled to the Normal Retirement Benefit, the Early
Termination Benefit or the Disability Benefit provided by Section
2.1, 2.2, or 2.3, respectively, of the Insured's Salary Continuation
Agreement with the Bank; or
(b) The Insured shall be discharged from employment with the Bank for
cause. The term "for cause" shall mean any of the following that
result in an adverse effect on the Bank: (i) gross negligence or
gross neglect; (ii) the commission of a felony or gross misdemeanor
involving moral turpitude, fraud, or dishonesty; (iii) the willful
violation of any law, rule, or regulation (other than a traffic
violation or similar offense); (iv) an intentional failure to
perform stated duties; or (v) a breach of fiduciary duty involving
personal profit; or
(c) Surrender, lapse, or other termination of the Policy by the Bank; or
(d) The Insured receives to a Change-in-Control Benefit provided by
Section 2.4 of the Insured's Salary Continuation Agreement with the
Bank. Change of Control is defined in the Insured's Salary
Continuation Agreement with the Bank; or
(e) The Insured receives a Change-in-Control Benefit provided by Section
2.6 of the Insured's Salary Continuation Agreement with the Bank.
Change of Control is defined in the Insured's Salary Continuation
Agreement with the Bank; or
(f) The Insured's employment from the Bank terminates with the Insured
being entitled to and receiving in full the Normal Retirement
Benefit, the Early Termination Benefit or the Disability Benefit
provided by Section 2.1, 2.2, or 2.3, respectively, of the Insured's
Salary Continuation Agreement with Bank; or
(g) Distribution of the death benefit proceeds in accordance with
Section 2.2 above.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Split Dollar Agreement shall bind the Executive
and the Bank and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.
8.2 No Guarantee of Employment. This Split Dollar Agreement is not an
employment policy or contract. It does not give the Executive the right to
remain an employee of the Bank, nor does it interfere with the Bank'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 Successors; Binding Agreement. By an assumption agreement in form and
substance satisfactory to the Executive, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Bank to expressly
assume and agree to perform this Split Dollar Agreement in the same manner and
to the same extent that the Bank would be required to perform this Split Dollar
Agreement if no succession had occurred. The Bank's failure to obtain such an
assumption agreement before succession becomes effective shall be considered a
breach of the Split Dollar
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Agreement and shall entitle the Executive to the Change-in-Control benefit
payable under Section 2.4 of the Salary Continuation Agreement between the Bank
and the Executive of even date herewith.
8.4 Applicable Law. The Split Dollar Agreement and all rights hereunder
shall be governed by and construed according to the laws of the State of Ohio,
except to the extent preempted by the laws of the United States of America.
8.5 Entire Agreement. This Split Dollar Agreement constitutes the entire
agreement between the Bank and the Executive concerning the subject matter
hereof. No rights are granted to the Executive under this Split Dollar Agreement
other than those specifically set forth herein.
8.6 Administration. The Bank shall have powers which are necessary to
administer this Split Dollar Agreement, including but not limited to the power
to:
(a) interpret the provisions of the Split Dollar Agreement,
(b) establish and revise the method of accounting for the Split Dollar
Agreement,
(c) maintain a record of benefit payments, and
(d) establish rules and prescribe forms necessary or desirable to
administer the Split Dollar Agreement.
8.7 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Split Dollar Agreement. The Bank may delegate to others
certain aspects of management and operational responsibilities, including the
employment of advisors and the delegation of ministerial duties to qualified
individuals.
8.8 Severability. If for any reason any provision of this Split Dollar
Agreement is held invalid, such invalidity shall not affect any other provision
of this Split Dollar Agreement not held so invalid, and each such other
provision shall, to the full extent consistent with the law, continue in full
force and effect. If any provision of this Split Dollar Agreement shall be held
invalid in part, such invalidity shall in no way affect the remainder of such
provision, not held so invalid, and the remainder of such provision, together
with all other provisions of this Split Dollar Agreement shall, to the full
extent consistent with the law, continue in full force and effect.
8.9 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Split Dollar Agreement.
8.10 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.
(a) If to the Bank, to:
Board of Directors
The Farmers Citizens Bank
123 North Sandusky Avenue
P.O. Box 567
Bucyrus, Ohio 44820
(b) If to the Executive, to:
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and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.
IN WITNESS WHEREOF, the Bank and the Executive has signed this Split
Dollar Agreement as of the date and year first written above.
THE EXECUTIVE: THE BANK:
THE FARMERS CITIZENS BANK
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G.W. Holden By:
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Its:
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SPLIT DOLLAR POLICY ENDORSEMENT
THE FARMERS CITIZENS BANK
SPLIT DOLLAR AGREEMENT
Policy No. 50394263 Insured: G.W. Holden
Supplementing and amending the application for insurance to Transamerica
Assurance Company ("Insurer") on November 2, 1998 (the application date), the
applicant requests and directs that:
BENEFICIARIES
1. The Farmers Citizens Bank, located in Bucyrus, Ohio (the "Bank"), shall
be the beneficiary of any death proceeds remaining after the Insured's interest
has been paid under paragraph (2) below.
2. The Insured or the Insured's transferee shall designate the
beneficiary(ies) of death proceeds. Should the Insured be employed by the Bank
at the time of death, retired from the Bank at the time of death, or terminated
from the Bank due to disability, as defined in the Insured's Salary Continuation
Agreement with the Bank in effect at the time of said disability, at the time of
death, then the Insured's beneficiary(ies) designated in accordance with this
Split Dollar Policy Endorsement shall be entitled to an amount equal to the
amount set forth in Exhibit A that corresponds to the age of the Insured at the
time of death, or one hundred percent (100%) of the net at risk portion of the
proceeds, whichever amount is less. The net at risk insurance portion is the
total proceeds less the cash value of the Policy.
OWNERSHIP
3. The Owner of the Policy shall be the Bank. The Owner shall have all
ownership rights in the Policy except as may be specifically granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.
4. The Insured or the Insured's transferee shall have the right to assign
his or her rights and interests in the Policy with respect to that portion of
the death proceeds designated in paragraph (2) of this endorsement, and to
exercise all settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
5. Upon the death of the Insured, the interest of any collateral assignee
of the Owner of the Policy designated in (3) above shall be limited to the
portion of the proceeds described in paragraph (1) above.
OWNER'S AUTHORITY
6. The Insurer is hereby authorized to recognize the Owner's claim to
rights hereunder without investigating the reason for any action taken by the
Owner, including the Owner's statement of the amount of premiums the Owner has
paid on the Policy. The signature of the Owner shall be sufficient for the
exercise of any rights under this Endorsement and the receipt of the Owner for
any sums received by it shall be a full discharge and release therefore to the
Insurer. The Insurer may rely on a sworn statement in form satisfactory to it
furnished by the Owner, its successors or assigns, as to their interest and any
payments made pursuant to such statement shall discharge the Bank accordingly.
7. Any transferee's rights shall be subject to this Endorsement.
8. The Owner accepts and agrees to this split dollar endorsement.
9. The undersigned is signing in a representative capacity and warrants
that he or she has the authority to bind the entity on whose behalf this
document is being executed.
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Signed at Bucyrus, Ohio, this day of , 2001.
THE FARMERS CITIZENS BANK
By:
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Its:
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The Insured accepts and agrees to the foregoing and, subject to the rights
of the Owner as stated above, designates , (relationship: )
as primary beneficiary(s) and , (relationship: )
as secondary beneficiary of the portion of the proceeds described in (2) above.
Signed at Bucyrus, Ohio, this day of , 2001.
THE INSURED
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G.W. Holden
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SPLIT DOLLAR POLICY ENDORSEMENT
THE FARMERS CITIZENS BANK
SPLIT DOLLAR AGREEMENT
EXHIBIT A
FOR
G. W. HOLDEN
End of Year Age of Insured Amount of Death
End of Year at the Time of Death Benefit
- ----------- -------------------------- ---------------
2001 55 $872,005
2002 56 $872,005
2003 57 $872,005
2004 58 $872,005
2005 59 $872,005
2006 60 $872,005
2007 61 $872,005
2008 62 $872,005
2009 63 $872,005
2010 64 $872,005
2011 65 $872,005
2012 66 $840,632
2013 67 $806,654
2014 68 $769,857
2015 69 $730,005
2016 70 $686,846
2017 71 $640,104
2018 72 $589,483
2019 73 $534,661
2020 74 $475,288
2021 75 $410,987
2022 76 $341,349
2023 77 $265,932
2024 78 $184,255
2025 79 $95,798
2026 80 0
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