Exhibit 10.14
FIRST AMENDMENT TO THE
TIB BANK OF THE KEYS
SALARY CONTINUATION AGREEMENT
THIS FIRST AMENDMENT executed on this 1st day of July, 2004, by and
between the TIB BANK OF THE KEYS, a Florida banking corporation located in Key
Largo, Florida (the "Company"), and ______________________ (the "Executive").
On ____________, the Company and the Executive executed the TIB BANK OF
THE KEYS SALARY CONTINUATION AGREEMENT (the "Agreement").
The undersigned hereby amends, in part, said Agreement for the purpose of
1) changing the vesting provisions for purposes of determining the Early
Termination Benefits under the Agreement, and 2) updating the Claims and Review
Procedures. Therefore,
Section 2.2.1 of the Agreement shall be added to the Agreement as follows:
2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
Early Termination Annual Benefit set forth in Schedule A for the Plan
Year ending immediately prior to the Early Termination Date, determined
by vesting the Executive in 100 percent (100%) of the accrual balance set
forth in Schedule A. Annual changes in Compensation shall require the
recalculation of Schedule A in accordance with the Schedule A
Calculations in Exhibit I.
Article 6 of the Agreement shall be deleted in its entirety and replaced
by the new Article 6 as follows:
Article 6
Claims and Review Procedures
6.1 For all claims for other than disability benefits:
6.1.1 Claims Procedure. Any individual ("Claimant") who has not
received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:
6.1.1.1 Initiation - Written Claim. The Claimant initiates
a claim by submitting to the Company a written claim for the
benefits.
6.1.1.2 Timing of Company Response. The Company shall
respond to such Claimant within 90 days after receiving the claim.
If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period by an additional 90 days by notifying the Claimant
in writing, prior to the end of the initial 90-day period, that an
additional period is required. The notice of extension must set
forth the special circumstances and the date by which the Company
expects to render its decision.
6.1.1.3 Notice of Decision. If the Company denies part or
all of the claim, the Company shall notify the Claimant in writing
of such denial. The Company shall write the notification in a manner
calculated to be understood by the Claimant. The notification shall
set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the
Plan on which the denial is based,
(c) A description of any additional information
or material necessary for the Claimant to perfect the claim
and an explanation of why it is needed,
(d) An explanation of the Plan's review procedures and
the time limits applicable to such procedures, and
(e) A statement of the Claimant's right to bring a
civil action under ERISA Section 502(a) following an adverse benefit
determination on review.
6.1.2 Review Procedure. If the Company denies part or all of the claim,
the Claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:
6.1.2.1 Initiation - Written Request. To initiate the review, the
Claimant, within 60 days after receiving the Company's notice of denial,
must file with the Company a written request for review.
6.1.2.2 Additional Submissions - Information Access. The Claimant
shall then have the opportunity to submit written comments, documents,
records and other information relating to the claim. The Company shall
also provide the Claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the Claimant's
claim for benefits.
6.1.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the Claimant
submits relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.
6.1.2.4 Timing of Company Response. The Company shall respond in
writing to such Claimant within 60 days after receiving the request for
review. If the Company determines that special circumstances require
additional time for processing the claim, the Company can extend the
response period by an additional 60 days by notifying the Claimant in
writing, prior to the end of the initial 60-day period, that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Company expects to render its
decision.
6.1.2.5 Notice of Decision. The Company shall notify the Claimant
in writing of its decision on review. The Company shall write the
notification in a manner calculated to be understood by the Claimant. The
notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on
which the denial is based,
(c) A statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimant's claim for
benefits, and
(d) A statement of the Claimant's right to bring a civil
action under ERISA Section 502(a).
6.2 For disability claims:
6.2.1 Claims Procedures. Any individual ("Claimant") who has not received
benefits under the Plan that he or she believes should be paid shall make a
claim for such benefits as follows:
6.2.1.1 Initiation - Written Claim. The Claimant initiates a claim
by submitting to the Company a written claim for the benefits.
6.2.1.2 Timing of Company Response. The Company shall notify the
Claimant in writing of any adverse determination as set out in this
Section.
6.2.1.3 Notice of Decision. If the Company denies part or all of
the claim, the Company shall notify the Claimant in writing of such
denial. The Company shall write the notification in a manner calculated to
be understood by the Claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Plan on
which the denial is based,
(c) A description of any additional information or
material necessary for the Claimant to perfect the claim and an
explanation of why it is needed,
(d) An explanation of the Plan's review procedures and
the time limits applicable to such procedures,
(e) A statement of the Claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit
determination on review,
(f) [See Section 2560.503-1(g)(v)] Any internal rule,
guideline, protocol, or other similar criterion relied upon in
making the adverse determination, or a statement that such a rule,
guideline, protocol, or other similar criterion was relied upon in
making the adverse determination and that the Claimant can request
and receive free of charge a copy of such rule, guideline, protocol
or other criterion from the Company, and
(g) If the adverse benefit determination is based on a
medical necessity or experimental treatment or similar exclusion or
limit, either an explanation of the scientific or clinical judgment
for the determination, applying the terms of the Plan to the
Claimant's medical circumstances, or a statement that such
explanation will be provided free of charge upon request.
6.2.1.4 Timing of Notice of Denial/Extensions. The Company shall
notify the Claimant of denial of benefits in writing not later than 45
days after receipt of the claim by the Plan. The Company may elect to
extend notification by two 30-day periods subject to the following
requirements:
(a) For the first 30-day extension, the Company shall
notify the Claimant (1) of the necessity of the extension and the
factors beyond the Plan's control requiring an extension; (2) prior
to the end of the initial 45-day period; and (3) of the date by
which the Plan expects to render a decision.
(b) If the Company determines that a second 30-day
extension is necessary based on factors beyond the Plan's control,
the Company shall follow the same procedure in (a) above, with the
exception that the notification must be provided to the Claimant
before the end of the first 30-day extension period.
(c) For any extension provided under this section, the
Notice of Extension shall specifically explain the standards upon
which entitlement to a benefit is based, the unresolved issues that
prevent a decision on the claim, and the additional information
needed to resolve those issues. The Claimant shall be afforded 45
days within which to provide the specified information.
6.2.2 Review Procedures - Denial of Benefits. If the Company denies part
or all of the claim, the Claimant shall have the opportunity for a full and fair
review by the Company of the denial, as follows:
6.2.2.1 Initiation of Appeal. Within 180 days following notice of
denial of benefits, the Claimant shall initiate an appeal by submitting a
written notice of appeal to Company.
6.2.2.2 Submissions on Appeal - Information Access. The Claimant
shall be allowed to provide written comments, documents, records, and
other information relating to the claim for benefits. The Company shall
provide to the Claimant, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant (as defined in applicable ERISA regulations) to the Claimant's
claim for benefits.
6.2.2.3 Additional Company Responsibilities on Appeal. On appeal,
the Company shall:
(a) [See Section 2560.503-1(h)(3)(i)-(v)] Take into
account all materials and information the Claimant submits relating
to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination;
(b) Provide for a review that does not afford deference
to the initial adverse benefit determination and that is conducted
by an appropriate named fiduciary of the Plan who is neither the
individual who made the adverse benefit determination that is the
subject of the appeal, nor the subordinate of such individual;
(c) In deciding an appeal of any adverse benefit
determination that is based in whole or in part on a medical
judgment, including determinations with regard to whether a
particular treatment, drug, or other item is experimental,
investigational, or not medically necessary or appropriate, consult
with a health care professional who has appropriate training and
experience in the field of medicine involved in the medical
judgment;
(d) Identify medical or vocational experts whose advise
was obtained on behalf of the Plan in connection with a Claimant's
adverse benefit determination, without regard to whether the advice
was relied upon in making the benefit determination; and
(e) Ensure that the health care professional engaged for
purposes of a consultation under subsection (c) above shall be an
individual who was neither an individual who was consulted in
connection with the adverse benefit determination that is the
subject of the appeal, nor the subordinate of any such individual.
6.2.2.4 Timing of Notification of Benefit Denial - Appeal Denial.
The Company shall notify the Claimant not later than 45 days after receipt
of the Claimant's request for review by the Plan, unless the Company
determines that special circumstances require an extension of time for
processing the claim. If the Company determines that an extension is
required, written notice of such shall be furnished to the Claimant prior
to the termination of the initial 45-day period, and such extension shall
not exceed 45 days. The Company shall indicate the special circumstances
requiring an extension of time and the date by which the Plan expects to
render the determination on review.
6.2.2.5 Content of Notification of Benefit Denial. The Company
shall provide the Claimant with a notice calculated to be understood by
the Claimant, which shall contain:
(a) The specific reason or reasons for the adverse
determination;
(b) Reference to the specific plan provisions on which
the benefit determination is based;
(c) A statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of
all documents, records, and other relevant information (as defined
in applicable ERISA regulations);
(d) A statement of the Claimant's right to bring an
action under ERISA Section 502(a);
(e) [See Section 2560.503-1(j)(5)] Any internal rule,
guideline, protocol, or other similar criterion relied upon in
making the adverse determination, or a statement that such a rule,
guideline, protocol, or other similar criterion was relied upon in
making the adverse determination and that the Claimant can request
and receive free of charge a copy of such rule, guideline, protocol
or other criterion from the Company;
(f) If the adverse benefit determination is based on a
medical necessity or experimental treatment or similar exclusion or
limit, either an explanation of the scientific or clinical judgment
for the determination, applying the terms of the Plan to the
Claimant's medical circumstances, or a statement that such
explanation will be provided free of charge upon request; and
(g) The following statement: "You and your plan may have
other voluntary alternative dispute resolution options such as
mediation. One way to find out what may be available is to contact
your local U.S. Department of Labor Office and your state insurance
regulatory agency."
Vesting Percent paragraph of Exhibit I, Schedule A Calculations shall be
deleted in its entirety and replaced by the new Vesting Percent paragraph as
follows:
Vesting Percent: The vesting percent is one hundred percent (100.0%).
Except as amended herein by this First Amendment, the Agreement remains in full
force and effect.
IN WITNESS OF THE ABOVE, the Executive and the Company have agreed to this
First Amendment.
EXECUTIVE: COMPANY:
TIB BANK OF THE KEYS
___________________________________ By_____________________________
Its ___________________________