EXHIBIT 10.11
THE CULLEN/FROST BANKERS, INC. DEFERRED
COMPENSATION PLAN FOR COVERED EMPLOYEES
1. Purpose. The purpose of The Cullen/Frost Bankers, Inc. Deferred
Compensation Plan for Covered Employees is to provide for the mandatory deferral
of certain compensation payable to executive officers of the Company which would
not be deductible by the Company under Section 162(m) of the Internal Revenue
Code.
2. Definitions.
(a) "Account" means the deferred compensation account established for a
Participant pursuant to Section 4(a).
(b) "Beneficiary" means the person(s) designated by a Participant
pursuant to Section 7 to receive payment of his or her Account in the event of
the Participant's death.
(c) "Board of Directors" means the board of directors of the Company.
(d) "Committee" means the Compensation Committee of the Board of
Directors.
(e) "Company" means Cullen/Frost Bankers, Inc.
(f) "Covered Employee" means, for any Plan Year, the Company's Chief
Executive Officer (or individual acting in such capacity) and any employee of
the Company or its subsidiaries who, in the discretion of the Committee for
purposes of determining those employees who are "covered employees" under
Section 162(m) of the Internal Revenue Code, is likely to be among the four
other highest compensated officers of the Company for such Plan Year.
(g) "Deferral" means that portion of a Participant's Total Compensation
which is deferred pursuant to Section 4.
(h) "Disability" means a physical or mental disability which is
determined by a physician acceptable to the Committee to have rendered the
Participant incapable of continuing in the regular active employment of the
Company for at least six months.
(i) "Participant" means a Covered Employee who is participating in the
Plan pursuant to Section 3.
(j) "Plan" means The Cullen/Frost Bankers, Inc. Deferred Compensation
Plan for Covered Employees set forth herein and as amended from time to time.
The Plan is effective as of November 26, 2002.
(k) "Plan Year" means the Company's taxable year for purposes of
Section 162(m) of the Internal Revenue Code.
(l) "Total Compensation" means the total compensation payable to a
Covered Employee by the Company for a Plan Year, prior to any deferral under the
Plan.
3. Participation.
(a) Each Covered Employee shall become a Participant as of the first
Plan Year in which such Covered Employee's Total Compensation would otherwise
exceed the amount that would be deductible by the Company for such Plan Year
pursuant to Section 162(m) of the Internal Revenue Code.
(b) Participation in the Plan shall continue until the balance credited
to the Participant's Account has been paid in full.
-2-
4. Amount of Deferral; Accounts.
(a) If a Covered Employee's Total Compensation for a Plan Year would
otherwise exceed the amount that would be deductible by the Company for such
Plan Year pursuant to Section 162(m) of the Internal Revenue Code, then (i)
payment of the amount of the Covered Employee's bonus for such Plan Year (which
may otherwise be payable in the following calendar year) which is equal to such
excess shall automatically be deferred and (ii) the Committee may in its
discretion require that any payment of any other compensation payable to the
Covered Employee (including salary) be deferred in order to eliminate such
excess.
(b) The Company shall establish an Account for each Participant on its
books to which there shall be credited the amount of the Participant's Deferral.
As of the last business day of each calendar year, an amount equal to a
Participant's Account balance on the first business day of such year will be
credited with a notional return equal to the prime rate as published in The Wall
Street Journal on such business day for such year.
5. Payment of Account.
(a) Payment of each Participant's Account shall be made or commenced
within 60 days after the end of the Plan Year in which the Participant ceases to
be a Covered Employee, in accordance with the method elected pursuant to
paragraph (c) of this Section. Notwithstanding the foregoing, if the Participant
continues to be employed by the Company or an affiliate after ceasing to be a
Covered Employee, the Committee may in its discretion provide that payment of
the Participant's Account shall
-3-
not be made until a date no later than 60 days after the end of the Plan Year in
which the Participant ceases to be an employee of the Company and its
affiliates.
(b) In the event of the death or Disability of a Participant, the
Committee may, in its sole discretion, provide for payment of the Participant's
Account to be made or commenced prior to the time provide for in paragraph (a).
(c) As soon as practicable after a Covered Employee becomes a
Participant in the Plan, the Covered Employee shall elect whether the
Participant's Account shall be paid in a lump sum, in substantially equal annual
installments over a period not longer than 10 years or under such other method
as approved by the Committee. All installment payments shall be made by the
Company within 60 days after the end of each Plan Year. A Participant may change
the method of payment by filing an election with the Committee on a form
approved by it prior to the beginning of the year preceding the year in which
payment of the balance in the Participant's Account is to be made or commenced.
(d) A Participant may make a separate election with respect to whether,
in the event of his or her death or Disability, the Participant's Account shall
be paid in a lump sum, in substantially equal annual installments over a period
of not longer than 10 years or under such other method as approved by the
Committee. All installment payments shall be made by the Company within 60 days
after the end of such Plan Year. A Participant may change the method of payment
by filing an election with the Committee on a form approved by it prior to the
beginning of the year preceding the year in which payment of the balance in the
Participant's Account is to be made or commenced.
-4-
6. Designation of Beneficiary. Each Participant may designate or change
the designation of a Beneficiary or Beneficiaries to receive any payments due
hereunder upon his or her death by filing a designation form with the Company,
at any time prior to his or her death. The Company shall be bound by the last
designation form filed with it by the Participant. In the absence of such
designation of a Beneficiary by a Participant, or if no Beneficiary shall
survive him or her, the Participant's Beneficiary shall be his or her estate.
7. Contractual Obligation. The obligations of the Company to make
payments hereunder shall be contractual only and all such payments shall be made
from the general assets of the Company. Each Participant, Beneficiary and any
other person or persons having or claiming a right to payments hereunder shall
rely solely on the unsecured promise of the Company, and nothing herein shall be
construed to give a Participant, Beneficiary or any other person or persons any
right, title, interest or claim in or to any specific asset, fund, reserve,
account or property of any kind whatsoever owned by the Company or in which it
may have any right, title or interest now or in the future.
8. Administration. The Plan shall be administered by the Committee. The
Committee shall have the authority to establish, amend and revoke the rules and
regulations relating to the Plan and to decide all questions involving the
administration, interpretation or application of the Plan. Any decision by the
Committee concerning the Plan shall be final and binding on all persons
participating in the Plan and their Beneficiaries. No member of the Committee
shall be personally liable for any action or determination under the Plan.
-5-
9. No Assignment. No right or benefit or payment under the Plan shall
be subject to assignment, sale or other transfer nor shall it be liable or
subject in any manner to attachment, garnishment or execution; except that a
Participant shall be permitted to transfer and assign his or her rights
hereunder to, but only to, a trust, limited liability company or partnership of
which all of the beneficiaries, members or partners are the transferring
Participant or members of his or her immediate family, subject, however, to
compliance with all applicable tax, securities and other laws and to a
determination being made by the Company (based on the advice of counsel) that
the assignment or transfer will not result in the occurrence of a taxable event.
10. No Right to Continued Employment. Neither the provisions of the
Plan nor any action taken thereunder shall be construed to give any Participant
any right to be retained in the employ of the Company or any of its subsidiaries
or affiliates.
11. Taxes. The Company shall have the right to withhold from any
payment made under the Plan any taxes required by law to be withheld with
respect to such payment.
12. Amendment or Termination. The Company may amend or terminate the
Plan at any time in its sole discretion, provided that any amendment of the Plan
may not adversely affect the rights of any Participant or Beneficiary to receive
benefits under the Plan in accordance with its terms in effect prior to such
amendment; in particular, no amendment may be made which reduces the amounts
then payable pursuant to the provisions of Section 5. Notwithstanding anything
contained herein to the contrary, in the event of the termination of the Plan,
amounts payable under the Plan to Participants shall be equal to the balance
then in their Accounts, and the Company may
-6-
direct that such amounts under the Plan be paid to Participants (or their
Beneficiaries) as soon as practicable.
13. Applicability to Successors. This Plan shall be binding upon and
inure to the benefit of the Company, its successors and assigns, each
Participant and his or her Beneficiaries. If the Company becomes a party to any
merger, consolidation or reorganization, this Plan shall remain in full force
and effect as any obligation of the Company or its successors in interest.
14. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to rules
relating to conflict of laws.
-7-
IN WITNESS WHEREOF, the undersigned has caused this Plan to be duly
adopted as of this ____ day of January, 2003.
CULLEN FROST BANKERS, INC.
By: /s/ Richard W. Evans Jr
-------------------------------------
Title: Chairman & Chief Executive Officer
Attest:
/s/Jim Eckel
- -----------------
-8-