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Exhibit 10.30
FIRST PALM BEACH BANCORP, INC.
DIRECTORS' RETIREMENT PLAN
Effective September 1, 1997
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FIRST PALM BEACH BANCORP, INC.
DIRECTORS' RETIREMENT PLAN
ARTICLE I--PURPOSE; EFFECTIVE DATE
The purpose of this Directors' Retirement Plan (the "Plan") is to
provide supplemental retirement benefits for nonemployee eligible ("outside")
Directors of First Palm Beach Bancorp, Inc. (the "Company"). It is intended that
the Plan will aid in retaining and attracting outside directors of exceptional
ability by providing them with these benefits. This Plan shall be effective as
of September 1, 1997.
ARTICLE II--DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:
2.1 ACTUARIAL EQUIVALENT
"Actuarial Equivalent" means equivalence in value between two (2) or
more forms and/or times of payment based on a determination by an actuary chosen
by the Board, using sound actuarial assumptions at the time of such
determination.
2.2 BENEFICIARY
"Beneficiary" means the person, persons or entity entitled under
Article V to receive any Plan benefits payable after a Participant's death.
2.3 BOARD
"Board" means the Board of Directors of First Palm Beach Bancorp, Inc.
2.4 PARTICIPANT
"Participant" means any individual who is participating in or has
participated in this Plan, and who has not yet received his full benefit
hereunder, as provided in Article IV.
2.5 PARTICIPATION AGREEMENT
"Participation Agreement" means the agreement filed by a Participant
and approved by the Board pursuant to Article III.
2.6 YEARS OF SERVICE
"Years of Service" means the number of years (twelve (12) month
periods) the Director has served on the Board. Years of Service shall include
service as a director of First Palm Beach Bancorp, Inc. or its predecessor,
First Bank of Florida, prior to September 29, 1993.
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ARTICLE III--PARTICIPATION
3.1 ELIGIBILITY AND PARTICIPATION
(a) ELIGIBILITY. Eligibility to participate in the Plan is
limited to outside directors serving as such after September 1, 1997.
Notwithstanding the preceding sentence, no person who has received, or
is eligible to receive, benefits under any tax-qualified retirement
plan maintained by First Bank of Florida or First Palm Beach Bancorp,
Inc., shall be eligible for benefits under this Plan.
(b) PARTICIPATION. A Director's participation in the Plan
shall be effective upon notification of such person by the Board of
eligibility to participate, completion of a Participation Agreement by
such person and acceptance of the Participation Agreement by the Board.
Participation in the Plan shall continue until such time as the
Participant terminates his service on the Board and as long thereafter
as the Participant is eligible to receive benefits under this Plan.
ARTICLE IV--BENEFITS
4.1 BENEFITS
A benefit under this Plan shall be paid to the Director upon
termination of service as a voting member of the Board, upon or attaining at
least seventy (70) years of age, or completing at least twenty (20) Years of
Service on the Board. A benefit shall also be paid to the designated
Beneficiary(ies) of the Director in the event of his death prior to termination
of service as a voting member of the Board.
4.2 AMOUNT OF BENEFIT
The benefit stated in paragraph 4.1 above shall be equal to the annual
amount of the retainer fee paid to active outside Directors of the Board at the
time of such outside Director's termination of service.
4.3 FORM OF BENEFIT PAYMENT
The benefit shall be paid in the basic form provided below, unless, at
the Participant's request, the Board, in its sole discretion, selects an
alternative form. Any form requested by the Participant shall be considered by
the Board, but shall not be binding. Any alternative form shall be the Actuarial
Equivalent of the basic form of benefit payments.
The basic and alternative forms of payment are as follows:
(a) BASIC FORM OF BENEFIT PAYMENT. Monthly payments equal to
one-twelfth (1/12) of the annual benefit, continuing for the longer of
one hundred twenty (120) months or until the Participant's death.
(b) ALTERNATIVE FORMS OF BENEFIT PAYMENT.
(i) A joint and survivor annuity with payment
continued to the survivor in the same amount as the amount
paid to the Participant.
(ii) A joint and survivor annuity with payment
continued to the survivor at a rate equal to one-half (1/2) of
the amount paid to the Participant.
(iii) Any other Actuarial Equivalent method as
approved by the Board.
4.4 COMMENCEMENT OF BENEFITS
The benefits stated above shall commence within sixty (60) days after
the earlier of the Director's termination of service as a voting member of the
Board or the Director's date of death.
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4.5 ACCELERATED DISTRIBUTION
Notwithstanding any other provision of the Plan, at any time after
benefit commencement, a Participant (or Beneficiary if the Participant is
deceased) shall be entitled to receive, upon written request to the Board, a
lump sum distribution equal to ninety percent (90%) of the Actuarial Equivalent
of the Participant's unpaid benefits under this Plan on the date on which the
Board receives the written request. The remaining unpaid benefits shall be
forfeited by the Participant. The amount payable under this Section shall be
paid in a lump sum within sixty-five (65) days following the receipt of the
notice by the Board from the Participant.
4.6 PAYMENT TO GUARDIAN
If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of his
property, the Board may direct payment of such Plan benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or person. The Board may require proof of incompetency, minority,
incapacity or guardianship as it may deem appropriate prior to distribution of
the Plan benefit. Such distribution shall completely discharge the Board and the
Company from all liability with respect to such benefit.
ARTICLE V--BENEFICIARY DESIGNATION
5.1 BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any
person or persons as his Beneficiary or Beneficiaries (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of his
death prior to complete distribution to the Participant of the benefits due
under the Plan. Each Beneficiary designation shall be in a written form
prescribed by the Board, and will be effective only when received by the Board
during the Participant's lifetime. If the Participant elects a form of payment
the amount of which depends on the identity of the Beneficiary, the Beneficiary
Designation shall become irrevocable upon the commencement of payments. If a
Participant and Beneficiary die in circumstances that leave doubt as to which
was the first to die, the Participant shall be deemed to have survived the
Beneficiary.
5.2 AMENDMENTS; MARITAL STATUS
Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
designation with the Board. The filing of a new Beneficiary designation form
will cancel all Beneficiary designations previously filed. If a Participant's
Compensation is community property, any Beneficiary designation shall be valid
or effective only as permitted under applicable law.
5.3 NO PARTICIPANT DESIGNATION
In the absence of an effective Beneficiary designation, or if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the Participant's estate.
5.4 EFFECT OF PAYMENT
The payment to the deemed Beneficiary shall completely discharge the
Company's obligations under this Plan.
5.5 DEATH BENEFIT
If a Participant dies:
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(a) After the commencement of benefits, his designated
Beneficiary or Beneficiaries shall receive only such death benefits as
are payable following the Participant's death under the form of benefit
payment in effect for the Participant; and
(b) Prior to the commencement of benefits, his designated
Beneficiary or Beneficiaries shall receive one hundred twenty (120)
monthly payments equal to the monthly amount that would have been
payable to the Participant in the Basic Form of Benefit Payment.
ARTICLE VI--ADMINISTRATION
6.1 BOARD; DUTIES
This Plan shall be administered by the Board. The Board shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection
with the Plan. The Board may be Participants under this Plan.
6.2 AGENTS
In the administration of this Plan, the Board may, from time to time,
employ agents and delegate to them such administrative duties as they see fit,
and may from time to time consult with counsel who may be counsel to the
Company.
6.3 BINDING EFFECT OF DECISIONS
The decision or action of the Board in respect of 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.
6.4 INDEMNITY OF BOARD
To the extent permitted by applicable law, rules and regulations, and
the Company's charter, the Company shall indemnify, hold harmless and defend the
Board against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to this Plan.
ARTICLE VII--CLAIMS PROCEDURE
Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the
request in writing to the Board who shall respond in writing as soon as
practicable, and whose decisions shall be final and bind all parties concerned.
ARTICLE VIII--TERMINATION, SUSPENSION OR AMENDMENT
8.1 TERMINATION, SUSPENSION OR AMENDMENT OF PLAN
The Board may, in its sole discretion, terminate or suspend this Plan
at any time or from time to time, in whole or in part. The Board may amend this
Plan at any time or from time to time. Any amendment may provide different
benefits or amounts of benefits from those herein set forth. However, no such
termination, suspension or amendment shall adversely affect the benefits of any
Participant who has retired, or the benefits of any Beneficiary of a Participant
who has died, prior to such termination, suspension or amendment.
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ARTICLE IX--MISCELLANEOUS
9.1 UNFUNDED PLAN
This Plan is intended to be an unfunded plan maintained to provide
deferred compensation benefits for persons who are not employees and therefore
not subject to any of the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Accordingly, the Plan shall terminate and no
further benefits shall be paid hereunder in the event it is determined by a
court of competent jurisdiction or by an opinion of counsel that the Plan
constitutes an employee benefit plan within the meaning of Section 3(3) of
ERISA.
9.2 UNSECURED GENERAL CREDITOR
Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interest or claims in any property or
assets of the Company, nor shall they be Beneficiaries of, or have any rights,
claims or interests in any life insurance policies, annuity contracts or the
proceeds therefrom owned or which may be acquired by the Company. Except as may
be provided in Section 9.3, such policies, annuity contracts or other assets of
the Company shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets and policies shall be, and
remain, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.
9.3 TRUST FUND
The Company shall be responsible for the payment of all benefits
provided under the Plan. At its discretion, the Company may establish one (1) or
more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Company's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Company shall have no further obligation
with respect thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Company.
9.4 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 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 nontransferable.
No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
9.5 NOT A CONTRACT OF EMPLOYMENT
The terms and conditions of this Plan shall not be deemed to constitute
a contract of employment or other engagement between the Company and the
Participant, and the Participant (or his Beneficiary) shall have no rights
against the Company except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the right
to be retained as a director of the Company.
9.6 PROTECTIVE PROVISIONS
A Participant will cooperate with the Company by furnishing any and all
information requested by the Company, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Company may
deem necessary and taking such other action as may be requested by the Company.
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9.7 TERMS
Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where they would
so apply; and wherever 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
singular, as the case may be, in all cases where they would so apply.
9.8 CAPTIONS
The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or construction
of any of its provisions.
9.9 GOVERNING LAW
The provisions of this Plan shall be construed, interpreted and
governed in all respects in accordance with applicable federal law and, to the
extent not preempted by such federal law, in accordance with the laws of the
State of Florida.
9.10 VALIDITY
If any provision of this Plan shall be held illegal or invalid for any
reason, the remaining provisions shall nevertheless continue in full force and
effect without being impaired or invalidated in any way.
9.11 NOTICE
Any notice or filing required or permitted to be given to the Board
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Board at 450 S. Australian Avenue, P.O. Box
3515, West Palm Beach, Florida 33402-3515. 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.
9.12 REQUIRED REGULATORY PROVISIONS
Notwithstanding anything herein contained to the contrary, any benefits
paid by the Company, whether pursuant to this Plan or otherwise, are subject to
and conditioned upon their compliance with Section 18(k) of the Federal Deposit
Insurance Act ("FDI Act"), 12 U.S.C. Section 1828(k), and any regulations
promulgated thereunder.
9.13 SEVERABILITY
A determination that any provision of the Plan is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
9.14 PAYMENTS OF SMALL AMOUNTS
Notwithstanding any other provision of the Plan, if the present value
of the retirement allowance payable hereunder shall at any time after
termination of service as a Board member and prior to the commencement of
payment thereof be less than ten thousand dollars ($10,000), then the Board may
direct that it be paid in such lump sum in lieu of all other benefits under the
Plan. For purposes of this Section 9.14, present values shall be determined
using the interest rate and mortality assumptions then in use under Section 415
of the Code for purposes of valuing lump-sum payments under tax-qualified
defined benefit plans, assuming payment would begin at the later of age
sixty-five (65) or the date of termination of service.
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9.15 SUCCESSORS
The provisions of this Plan shall bind and inure to the benefit of the
Company and its successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Company, and successors of any such corporation or
other business entity.
FIRST PALM BEACH BANCORP, INC.
By: /s/ LOUIS O. DAVIS, JR.
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President
By: /s/ JOHN C. TRAMMEL
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Secretary