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Exhibit 10-c
(Sample)
FIRST NATIONAL BANK
VICKSBURG, MISSISSIPPI
DIRECTORS DEFERRED INCOME AGREEMENT
This Agreement is entered into by and between FIRST NATIONAL BANK,
VICKSBURG, MISSISSIPPI (the "Bank"), and (the "Director").
W I T N E S S E T H :
WHEREAS, the Bank recognizes that the competent and faithful efforts
of the Director on behalf of the Bank have contributed significantly to the
success and growth of the Bank;
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes the Director's services will substantially
contribute to its continued growth and profits in the future;
WHEREAS, the Bank desires to compensate the Director and retain the
services of the Director if re-elected to serve on the Board of Directors;
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve as a Director, if re-elected;
WHEREAS, the Director has agreed to defer receipt of fees to be earned
in the future.
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NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE 1. DEFINITIONS
For the purposes of this Agreement, whenever the context so indicates,
the capitalized terms shall have the following meanings:
Beneficiary: The person or persons designated by the Director who
may become entitled to receive the compensation
payable Under Article 3 and Article 4 of this
Agreement (see Article 8).
Deferral Period: The Sixty (60) month period which commenced on the
date shown on the Addendum to this Agreement. An
Election to Participate Form signed by the Director is
included and made a part of this Agreement.
ARTICLE 2. DEFERRAL OF FEES
The Director has elected to defer receipt of Director's fees to be
earned during the Deferral Period. Once the Director has executed the Election
to Participate Form, a subsequent increase in the Director's fees payable due
to an increase in the fee structure shall also be deferred under the provisions
of this Agreement, unless the Director directs the Secretary in writing within
10 days after notification of the increase and prior to the right to receive
the additional fees that such additional fees are not to be deferred. If
Director fees are increased or decreased during the Deferral Period, the
compensation payable under Article 3 and Article 4 shall be actuarially
determined and evidenced by an Addendum to this Agreement.
ARTICLE 3. COMPENSATION
The Bank agrees to pay Director, if living, and if not, then to the
designated Beneficiary, the annualized amount as shown in the Addendum to this
Agreement, payable in monthly
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installments, for a total of One Hundred Twenty (120) consecutive monthly
installments, commencing on the first business day of the month following the
end of the Deferral Period, or upon Director's death if such shall occur before
the payments have commenced. The payments may be accelerated or paid in a lump
sum at the request of the Director and subject to the Board's discretion.
Accelerated payments are to be actuarially determined to be of substantially the
same value as payments made under the terms of this Article using the Pension
Benefit Guarantee Corporation interest rate for and valuing deferred and
immediate annuities. However, in any event, post-retirement amounts payable
under this Article 3 and the Addendum to this Agreement shall be adjusted as
provided by the provisions of Article 5 as required therein.
ARTICLE 4. DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS
If the Director dies after the beginning of monthly payments, but
prior to receiving the full One Hundred Twenty (120) monthly installments, the
Bank shall continue to pay such monthly installments to the Director's
Beneficiary until the total number of payments made to the Director and his or
her Beneficiary equal One Hundred Twenty (120).
ARTICLE 5. BENEFIT REDUCTION CLAUSE
(a) Termination. If the Director shall terminate service on the Board
during the Deferral Period, the post-retirement benefits provided under this
Agreement will be reduced prorata by the amount of time remaining in the
Deferral Period.
(b) Absenteeism. Post-retirement benefits payable under this Agreement
shall be reduced for meetings missed during the Deferral Period. The amount of
reduction shall be determined by treating each year separately. The reduction
shall be actuarially calculated and shall depend upon the fees attributed to
the meeting missed and the year in which missed.
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ARTICLE 6. STATUS OF AGREEMENT
This Agreement does not constitute a contract of employment between the
parties, nor shall any provision of this Agreement restrict the right of the
Bank's shareholders to replace the Director or the right of the Director to
terminate service on the Board.
ARTICLE 7. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and upon the successors and assigns of the Bank, and upon the
heirs and legal representatives of the Director.
ARTICLE 8. BENEFICIARY DESIGNATION
For purposes of this Agreement, the Director may from time to time
designate, in writing, any person or persons, contingently or successively to
whom the Bank shall pay the Director's benefits on event of the Director's
death. The Bank shall prescribe the form for the written designation or
Beneficiary and, upon the Director's filing the form with the Bank, it
effectively shall revoke all designations filed prior to that date by the
Director. If the Director fails to designate a Beneficiary or if the
Beneficiary designated by the Director predeceases him or dies before complete
distribution of the Director's benefits, then the Bank shall pay the Director's
benefits to the legal representative of the estate of the last to die of the
Director and his or her Beneficiary.
ARTICLE. 9. INCOMPETENCY
If the Bank shall find that any person to whom any payment is payable
under this Agreement is unable to care for his or her affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefore shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, a child, a parent, a brother
or sister, or a custodian
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determined pursuant to the Uniform Gift to Minors Act, or to any person deemed
by the Bank to have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Bank may determine. Any such
payment shall be a complete discharge of the liabilities of the Bank under this
Agreement.
ARTICLE 10. ASSIGNMENT OF RIGHTS
None of the rights to compensation under this Agreement are assignable
by the Director or any Beneficiary or designee of the Director, and any attempt
to anticipate, sell, transfer, assign, pledge, encumber, or change the
Director's right to receive compensation shall be void.
ARTICLE 11. NAMED FIDUCIARY
(a) The Bank is hereby designated as the named fiduciary under this
Agreement. The named fiduciary shall have authority to control and manage the
operation and administration of this Agreement, and it shall be responsible
for establishing and carrying out a funding policy and method consistent with
the objectives of this Agreement.
(b) The Bank shall make all determinations as to rights to benefits
under this Agreement. Any decision by the Bank denying a claim made by the
Director or by a Beneficiary for benefits under this Agreement shall be stated
in writing and delivered or mailed to the Director or such Beneficiary. Such
statement shall set forth the specific reasons for the denial, written to the
best of the Bank's ability in a manner that may be understood without legal or
actuarial counsel. In addition, the Bank shall afford a reasonable opportunity
to the Director or such Beneficiary for a full and fair review of the decision
denying such claim.
(c) Subject to the foregoing, the Board of Directors of the Bank shall
have full power and authority to interpret, construe and administer this
Agreement. No member of the Board of Directors of the Bank shall, in any event,
be liable
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to any person for any action taken or omitted in connection with the
interpretation, construction or administration of this Agreement, so long as
such action or omission to act be made in good faith. In no event, however,
shall the provisions of Article 12 or any other provisions in this Agreement
prevent the Director from seeking legal recourse for any claim he may have
under this Agreement.
ARTICLE 12. FUNDING
The Bank's obligations under this Agreement shall be an unfunded and
unsecured promise to pay. The Bank shall not be obligated under any
circumstances to fund or otherwise secure its obligations under this Agreement.
Under no circumstances will the Bank, without the consent of the Director,
cause this Agreement to be directly funded in whole or part through escrow,
trust, or otherwise such as to create a pre-retirement or post-retirement
taxable event to the Director or the Director's Beneficiary.
ARTICLE 13. DIRECTOR RIGHTS
The rights of the Director, any designated Beneficiary of the
Director, or any other person claiming through the Director under this
Agreement, shall be solely those of an unsecured general creditor of the Bank.
The Director, a designated Beneficiary of the Director, or any other person
claiming through the Director shall only have the right to receive from the
Bank those payments as specified under this Agreement.
ARTICLE 14. ASSETS
The Director, the Director's designated Beneficiary, or any other
person claiming through the Director shall have no rights or interests
whatsoever in any asset of the Bank in connection with the liabilities the Bank
has assumed under this Agreement, or otherwise. Any asset used or acquired by
the Bank in connection with the liabilities it has assumed
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under this Agreement shall not be deemed to be held in trust for the benefit of
the Director or the Director's designated Beneficiary, nor shall it be
considered security for the performance of the obligations of the Bank, and it
shall be, and remain, a general, unpledged, and unrestricted asset of the Bank.
ARTICLE 15. AMENDMENT
During the lifetime of the Director and prior to retirement, this
Agreement may be amended or revoked at any time, in whole or part, by the
mutual written agreement of the Bank and the Director.
ARTICLE 16. LAW GOVERNING
This Agreement shall be governed by the laws of the state of
Mississippi.
ARTICLE 17. SEVERABILITY
In the event that any of the provisions of this Agreement or portion
thereof, are held to be inoperative or invalid by any court of competent
jurisdiction, then: (1) insofar as is reasonable, effect will be given to the
intent manifested in the provision held invalid or inoperative, and (2) the
validity and enforceability of the remaining provisions will not be affected
thereby.
ARTICLE 18. SUICIDE
Notwithstanding anything to the contrary in this Agreement, the
benefits otherwise provided herein shall not be payable if the Director's death
results from suicide, whether sane or insane, within two years after the
execution of this Agreement. If the Director dies during this two year period
due to suicide, the fees deferred will be paid to the Director's designated
Beneficiary in a single payment. Payment is to be made within thirty days
after the Director's death is declared a suicide by competent legal authority.
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Credit shall be given to the Bank for payments made prior to determination of
suicide.
ARTICLE 19. PERIOD OF ECONOMIC HARDSHIP
If, in any year, payments made under this Agreement would, in the sole
judgment of the Board of Directors, create economic hardship for the Bank's
depositors, the Board of Directors has full authority to postpone such
payments. However, upon such postponement, the Bank will increase the total
sum payable to the Director or the Director's Beneficiaries under this
Agreement by an actuarially determined amount.
ARTICLE 20. PRIOR AGREEMENTS
This Agreement sets forth the entire understanding of the parties
hereto with respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the subject
matter hereof are merged into and superseded by this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, in
triplicate, the day and year written here below.
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Date
FIRST NATIONAL BANK
VICKSBURG, MISSISSIPPI
-------------------------- By --------------------------------------
Date Title
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