EXHIBIT 10(vi)
ADVANTAGE BANK
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is entered into this _______ day of ________________, 2002,
by and between ADVANTAGE BANK, an Ohio savings bank located in Cambridge, Ohio
(the "Company"), and NAME OF EXECUTIVE (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a deferred compensation
opportunity. The Company will pay the Executive's benefits from the Company's
general assets.
AGREEMENT
The Executive and the Company agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Base Salary" means cash compensation for employment before reduction
for qualified employee benefit plans and does not include any Bonus.
1.2 "Bonus" means cash compensation under any incentive or award program
that is in addition to Base Salary.
1.3 ""Change of Control" means any one of the following events: (i) the
acquisition of ownership or power to vote more than 25% of the voting stock of
the Holding Company; (ii) the acquisition of the ability to control the election
of a majority of the directors of the Holding Company; (iii) during any period
of two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Holding Company cease for any reason to
constitute at least a majority thereof; provided, however, that any individual
whose election or nomination for election as a member of the Board of Directors
of the Holding Company was approved by a vote of at least two-thirds of the
directors then in office shall be considered to have continued to be a member of
the Board of Directors of the Holding Company; or (iv) the acquisition by any
person or entity of "conclusive control" of the Holding Company within the
meaning of 12 C.F.R. Section 574.4(a), or the acquisition by any person or
entity of "rebuttable control" within the meaning of 12 C.F.R. Section 574.4(b)
that has not been rebutted in accordance with 12 C.F.R. Section 574.4(c). For
purposes of this paragraph, the term "person" refers to an individual or
corporation, partnership, trust, association, or other organization, but
does not include the Employee and any person or persons with whom the Employee
is "acting in concert" within the meaning of 12 C.F.R. Part 574.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Deferral Account" means the Company's accounting of the Executive's
accumulated Deferrals plus accrued interest.
1.6 "Deferrals" means the amount of the Executive's Base Salary and/or
Bonus, which the Executive elects to defer according to this Agreement.
1.7 "Disability" means the Participant's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Participant, or by the Social Security
Administration, to be a disability rendering the Participant totally and
permanently disabled. The Participant must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.
1.8 "Effective Date" means January 1, 2002.
1.9 "Election Form" means the form attached as Exhibit 1.
1.10 "Holding Company" means Camco Financial Corporation located in
Cambridge, Ohio.
1.11 "Normal Retirement Age" means the Executive's 65th birthday.
1.12 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
1.13 "Plan Year" means the calendar year.
1.14 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company.
ARTICLE 2
DEFERRAL ELECTION
2.1 Initial Election. The Executive shall make an initial deferral
election under this Agreement by filing with the Company a signed Election Form
within 30 days after the date of this Agreement. The initial Election Form shall
set forth the amount of Base Salary to be deferred in the first Plan Year, not
to exceed the stated maximum on the Election Form, and shall be effective to
defer only Base Salary earned after the date the Election Form is received by
the Company.
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2.2 Election Changes
2.2.1 Generally. The Executive shall submit a new Election Form for
the second Plan Year prior to November 15 of the first Plan Year. The new
Election Form may modify the amount of Base Salary to be deferred
commencing with the second Plan Year and may specify an amount of Bonus to
be deferred commencing in the second Plan Year. For subsequent Plan Years,
the Executive may modify the amount of Base Salary and/or Bonus to be
deferred by filing a new Election Form with the Company. The new Election
Form shall not be effective until the Plan Year following the Plan Year in
which such Election Form is received and approved by the Company, provided
that the Election Form is submitted prior to November 15.
2.2.2 Hardship. If an unforeseeable financial emergency arising from
the death of a family member, divorce, sickness, injury, catastrophe or
similar event outside the control of the Executive occurs, the Executive,
by written instructions to the Company, may reduce future deferrals under
this Agreement.
ARTICLE 3
DEFERRAL ACCOUNT
3.1 Establishing and Crediting. The Company shall establish a Deferral
Account on its books for the Executive and shall credit to the Deferral Account
the following amounts:
3.1.1 Deferrals. The Base Salary and/or Bonus deferred by the
Executive as of the time the Base Salary and/or Bonus would have otherwise
been paid to the Executive.
3.1.2 Interest. At the end of each Plan Year under this Agreement
and immediately prior to the payment of any benefits, but only until
commencement of the benefit payments under this Agreement, unless
otherwise stated, interest is to be credited on the account balance at an
annual rate equal to 75 percent of the Holding Company's return on equity
("ROE") rate for the preceding Plan Year, not to exceed an ROE of 20
percent.
3.2 Statement of Accounts. The Company shall provide to the Executive,
within 120 days after the end of each Plan Year, a statement setting forth the
Deferral Account balance.
3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Executive is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Executive's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.
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ARTICLE 4
RETIREMENT BENEFIT
4.1 Retirement Benefit. Upon the Executive's Termination of Employment,
the Company shall pay to the Executive the benefit described in this Section 4.1
in lieu of any other benefit under this Agreement.
4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
Deferral Account balance at the Executive's Termination of Employment.
4.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in 180 equal monthly installments commencing with the month
following the Executive's Termination of Employment; provided, however,
that if the Termination of Employment occurs prior to Normal Retirement
Age, the Company may elect at any time prior to or during the installment
period to make a lump sum payment to the Executive in the amount of the
remaining Deferral Account balance with interest through the date of the
payment. The Company shall credit interest at an annual rate of 8.0
percent, compounded monthly, on the remaining account balance during any
installment period.
4.2 Hardship Distribution. Upon the Board of Director's determination
(following petition by the Executive) that the Executive has suffered an
unforeseeable financial emergency as described in Section 2.2.2, the Company
shall distribute to the Executive all or a portion of the Deferral Account
balance as determined by the Company, but in no event shall the distribution be
greater than is necessary to relieve the financial hardship.
ARTICLE 5
DEATH BENEFITS
5.1 Death During Active Service. If the Executive dies while in the
employment of the Company, the Company shall pay to the Executive's beneficiary
the benefit described in this Section 5.1 in lieu of any other benefit under
this Agreement.
5.1.1 Amount of Benefit. The benefit under this Section 5.1 is the
balance that would have accumulated in the Executive's Deferral Account at
Normal Retirement Age if it is assumed that (1) the Executive continued to
defer Base Salary and/or Bonus at the same rate that the Executive had
been deferring Base Salary and/or Bonus on the date of the Executive's
death; (2) the Executive reached Normal Retirement Age; and 3) interest
was credited on the Deferral Account at one of the following annual rates
with monthly compounding: (a) 8.6 percent if the Executive's death occurs
within the first three Plan Years; or (b) the average of the prior three
years interest credited under Section 3.1.2 if the Executive's death
occurs in the fourth Plan Year or thereafter.
5.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive's beneficiary in 180 equal monthly installments commencing with
the month following the Executive's death. The Company shall credit
interest at an annual rate of 8.0 percent,
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compounded monthly, on the remaining account balance during any applicable
installment period.
5.2 Death During Payment of a Benefit. If the Executive dies after any
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.
5.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Executive is entitled to benefit payments under this Agreement,
but dies prior to the commencement of benefit payments, the Company shall pay
the same benefit payments to the Executive's beneficiary that the Executive was
entitled to prior to death. The benefit payments shall be paid in 180 equal
monthly installments commencing on the first day of the month following the date
of the Executive's death.
5.4 Hardship Distribution. Upon the Board of Director's determination
(following petition by the Executive's beneficiary) that the beneficiary has
suffered an unforeseeable financial emergency as described in Section 2.2.2, the
Company shall distribute to the beneficiary all or a portion of the Deferral
Account balance as determined by the Company, but in no event shall the
distribution be greater than is necessary to relieve the financial hardship.
ARTICLE 6
CHANGE OF CONTROL
6.1 Election for Lump Sum Payment. Notwithstanding the provisions for the
payment of benefits set forth in Article 4 and Article 5 above, upon Termination
of Employment after a Change in Control or at any time within two years after a
Change in Control, the Executive may elect to receive the value of his benefit
in a lump sum.
6.2 Calculation of Benefit. If the election provided for in Section 6.1 is
made, the Executive will receive a lump sum payment calculated under the
following procedures:
(a) First, the Company will calculate the present value of the annual
benefit the Executive would otherwise be entitled to receive, assuming
that the date on which the election is made is deemed to be the date of
Termination of Employment, by applying an interest factor equal to 120
percent of the applicable federal rate (or other interest factor
prescribed by the Internal Revenue Service in regulations issued under
Section 280G of the Code) as of the date of calculation over the period of
the acceleration; and
(b) Second, reduce the amount produced by the computation prescribed in
paragraph (a) above by five percent.
6.3 Compliance with Section 280G of the Code. Notwithstanding any other
provision of this Agreement or any other agreement between the Executive and the
Company to the contrary, the Company shall not pay any benefit to the extent the
benefit under this Agreement and all
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other agreements between the Executive and the Company or the Holding Company
would create an excise tax under the excess parachute rules of Section 280G of
the Code.
ARTICLE 7
BENEFICIARIES
7.1 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 received 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 estate.
7.2 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 incompetence,
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 8
GENERAL LIMITATIONS
8.1 Termination for Cause. The Company shall not pay any benefit under
this Agreement exceeding the amount of the Executive's actual Deferrals if the
Company terminates the Executive's employment for personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty, intentional failure
to perform stated duties, willful violation of a material provision of any law,
rule or regulation (other than traffic violations or similar offenses), a
material violation of a final cease-and-desist order or any other action of an
employee which results in a substantial financial loss to the Company or a
subsidiary.
8.2 Suicide or Misstatement. The Company shall not pay any benefit under
this Agreement exceeding the amount of the Executive's actual Deferrals if the
Executive commits suicide within three years after the date of this Agreement.
The Company shall not pay any benefit under this Agreement exceeding the amount
of the Executive's actual Deferrals if the Executive has made any material
misstatement of fact on an employment application or resume provided to the
Company, or on any application for any benefits provided by the Company to the
Executive.
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ARTICLE 9
CLAIMS AND REVIEW PROCEDURES
9.1 Claims Procedure. Any person or entity who has not received benefits
under this Agreement that he or she believes should be paid ("Claimant") shall
make a claim for such benefits as follows:
9.1.1 Initiation - Written Claim. The Claimant shall initiate a
claim by submitting to the Company a written claim for the benefits.
9.1.2 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.
9.1.3 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.
9.2 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:
9.2.1 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.
9.2.2 Additional Submissions - Information Access. The Claimant may
submit written comments, documents, records and other information relating
to the claim. The
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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.
9.2.3 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.
9.2.4 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.
9.2.5 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).
ARTICLE 10
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated by the Company upon not less
than sixty days prior written notice. Upon termination of this Agreement, the
Company shall make a lump sum payment to the Executive of the Deferral Account
balance as of the termination date.
ARTICLE 11
MISCELLANEOUS
11.1 Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, successors, executors,
administrators and transferees.
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11.2 No Guarantee of Employment. This Agreement is not a contract for
employment. 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.
11.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
11.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
11.5 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.
11.6 Unfunded Arrangement. The Executive and the Executive's 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 the Executive's life
is a general asset of the Company to which the Executive and the Executive's
beneficiary have no preferred or secured claim.
11.7 Reorganization. In the event the Company merges or consolidates into
or with another company, or reorganizes, or sells substantially all of its
assets to another company or firm, the term "Company" as used in this Agreement
shall be deemed to refer to the successor or survivor company.
11.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
11.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
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11.10 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under this Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.
EXECUTIVE: COMPANY:
ADVANTAGE BANK
BY
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NAME OF EXECUTIVE TITLE
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BENEFICIARY DESIGNATION
ADVANTAGE BANK
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
I designate the following as beneficiary of benefits under this Agreement
payable following my death:
Primary:
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Contingent:
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NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S)
AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature
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Date
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Received by the Company this ________ day of ___________________, 2002.
By
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Title
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EXHIBIT 1
TO
ADVANTAGE BANK
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
2002 DEFERRAL ELECTION
I elect to defer Base Salary pursuant to this Agreement with the Company, as
follows:
AMOUNT OF DEFERRAL DURATION
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[INITIAL AND COMPLETE ONE] [INITIAL ONE]
____ I elect to defer ____% of my (___) One Year only
Base Salary, not to exceed
$_______ annually. ____ For ______ [INSERT
NUMBER] Years
____ I elect not to defer any of my
Base Salary. ____ Until Termination
of Employment
____ Until Normal
Retirement Age
I understand that this deferral election is for 2002 only and that I may change
the amount and duration of my deferrals thereafter by filing a new election form
with the Company prior to November 15 of the second Plan Year or any subsequent
Plan Year; provided, however, that any subsequent election will not be effective
until the calendar year following the year in which the new election is received
by the Company, provided the election is received by November 15.
Signature
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Date
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Received by the Company this ________ day of ___________________, 2002.
By
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Title
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ATTACHMENT A
Each of the enrollees are listed below:
Richard A. Baylor
D. Edward Rugg
Mark A. Severson
David S. Caldwell