EXHIBIT 10(v)
CAMBRIDGE SAVINGS BANK
CAMBRIDGE, OHIO
AGREEMENT
SALARY CONTINUATION PLAN
THIS AGREEMENT is made this 10th day of September, 1996 by and between
CAMBRIDGE SAVINGS BANK (the "Company"), and D. EDWARD RUGG (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change of Control" means the transfer of 51% or more of the
Company's outstanding voting common stock followed within twelve (12)
months by the Executive's Termination of Employment for reasons other than
death, disability or retirement.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it
now exists and to any successor provision.
Defined Benefit - Specified Amount
1.1.3 "Disability" means, if the Executive is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Executive is
not covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.
1.1.4 "Early Retirement Date" means the Executive attaining age FIFTY-FIVE
(55) or completing FIFTEEN (15) Years of Service.
1.1.5 "Normal Retirement Date" means the Executive attaining age
SIXTY-FIVE (65).
1.1.6 "Termination of Employment" means the Executive's ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.
1.1.7 "Years of Service" means the total number of twelve-month periods
during which the Executive is employed on a full-time basis by the
Company, inclusive of any approved leaves of absence.
ARTICLE 2
LIFETIME BENEFITS
2.1 Normal Retirement Benefit. If the Executive terminates employment on
or after the Normal Retirement Date for reasons other than death, the Company
shall pay to the Executive the benefit described in this Section 2.1.
2.1.1 Amount of Benefit. The benefit under this Section 2.1 is
$20,500 for a period of fifteen (15) years.
2.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Retirement Date and continuing for an additional ONE HUNDRED
SEVENTY-NINE (179) months.
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2.2 Early Retirement Benefit. If the Executive terminates employment after
the Early Retirement Date but before the Normal Retirement Date, and for reasons
other than death or Disability, the Company shall pay to the Executive the
benefit described in this Section 2.2.
2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
benefit determined under Schedule A based on the date of the Executive's
Termination of Employment. Schedule A is calculated using the interest
method of accounting, a SEVEN AND ONE-HALF PERCENT (7.5%) discount rate,
and assuming monthly compounding and monthly benefit payments.
2.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Normal Retirement Date and continuing for an
additional ONE HUNDRED SEVENTY-NINE (179) months.
2.3 Disability Benefit. If the Executive terminates employment for
Disability prior to the Normal Retirement Date, the Company shall pay to the
Executive the benefit described in this Section 2.3.
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
benefit determined under Schedule A based on the date of the Executive's
Termination of Employment.
2.3.2 Payment of Benefit. The Company shall pay the benefit to the
Executive on the first day of each month commencing with the month
following the Executive's Termination of Employment and continuing until
the earlier of (a) the Executive's recovery from the Disability, or (b) an
additional ONE HUNDRED SEVENTY-NINE (179) months.
2.4 Change of Control Benefit. Upon a Change of Control while the
Executive is in the active service of the Company, the Company shall pay to the
Executive the benefit described in this Section 2.4 in lieu of any other benefit
under this Agreement.
2.4.1. Amount of Benefit. The benefit under this Section 2.4 is the
benefit determined under Schedule A based on the date of the Executive's
Termination of Employment.
2.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum within SIXTY (60) days after the Change of
Control.
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ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit described in this Section 3.1.
3.1.1 Amount of Benefit. The benefit under Section 3.1 is the
lifetime benefit that would have been paid to the Executive under Section
2.1 calculated as if the date of the Executive's death were the Normal
Retirement Date.
3.1.2 Payment of Benefit. The Company shall pay the benefit to the
Beneficiary on the first day of each month commencing with the month
following the Executive's death and continuing for an additional ONE
HUNDRED SEVENTY-NINE (179) months.
3.2 Death During Benefit Period. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse, if any, and if none, to the Executive's surviving children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.
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4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
ARTICLE 5
GENERAL LIMITATIONS
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:
5.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280G of the Code.
5.2 Termination for Cause. If the Company terminates the Executive's
employment for:
5.2.1 Gross negligence or gross neglect of duties;
5.2.2 Commission of a felony or of a gross misdemeanor involving
moral turpitude; or
5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Company.
5.3 Suicide. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
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ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. The Company shall notify the Executive's beneficiary
in writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement. If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the 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 the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
6.2 Review Procedure. If the beneficiary is determined by the Company not
to be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
beneficiary believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the beneficiary (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the beneficiary of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the beneficiary and the specific
provisions of the Agreement on which the decision is based. If, because of the
need for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Company, but
notice of this deferral shall be given to the beneficiary.
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ARTICLE 7
AMENDMENTS AND TERMINATION
The Company may amend or terminate this Agreement at any time if, pursuant
to legislative, judicial or regulatory action, continuation of the Agreement
would (i) cause benefits to be taxable to the Executive prior to actual receipt,
or (ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any such amendment or termination, the
Executive shall be 100% vested in the portion of the Normal Retirement Benefit
accrued to the Executive's benefit under Section 2.1 as of the date of the
amendment or termination.
ARTICLE 8
MISCELLANEOUS
8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.
8.2 No Guaranty of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company'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 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of OHIO, except to the extent preempted by the laws of the
United States of America.
8.6 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on
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the Executive's life is a general asset of the Company to which the Executive
and beneficiary have no preferred or secured claim.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.
EXECUTIVE: COMPANY:
CAMBRIDGE SAVINGS BANK
/S/ D. EDWARD RUGG BY: /S/ EDWARD A. WRIGHT
- ------------------ ------------------------------
D. EDWARD RUGG TITLE: VICE PRESIDENT
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CAMBRIDGE SAVINGS BANK
SALARY CONTINUATION AGREEMENT
D. EDWARD RUGG
SCHEDULE A
ACCRUED
PLAN SALARY CONTINUATION
DATE AGE YEAR LIABILITY
---- --- ---- ---------
1996 41 1 $ 2,852
1997 42 2 5,926
1998 43 3 9,238
1999 44 4 12,807
2000 45 5 16,654
2001 46 6 20,799
2002 47 7 25,266
2003 48 8 30,080
2004 49 9 35,267
2005 50 10 40,857
2006 51 11 46,881
2007 52 12 53,373
2008 53 13 60,369
2009 54 14 67,908
2010 55 15 76,032
2011 56 16 84,787
2012 57 17 94,221
2013 58 18 104,388
2014 59 19 115,344
2015 60 20 127,151
2016 61 21 139,874
2017 62 22 153,585
2018 63 23 168,360
2019 64 24 184,283
BENEFIT PAYOUT AT AGE 65 IS $20,500 PER YEAR FOR 15 YEARS.