1
EXHIBIT 10(d)
AMENDMENT TO EXECUTIVE
SUPPLEMENTAL BENEFIT AGREEMENT DATED
JANUARY 1, 1995
JOHN F. ZIEGLER
2
AMENDMENT
This amendment made and entered into as of this 15th day of July 1997,
by and between The Strongsville Savings Bank (the "Bank"), a corporation
organized and existing under the laws of the State of Ohio, with its principal
office at 14092 Pearl Road, Strongsville, Ohio, and John F. Ziegler (the
"Executive").
WHEREAS, the Bank and the Executive have entered into an Executive
Supplemental Benefit Agreement effective January 1, 1995,
WHEREAS, the parties of this Amendment recognize that it is in their
best interest to amend certain aspects of the Executive Supplemental Benefit
Agreement,
NOW, THEREFORE, it is mutually agreed as follows:
SECTION 1. DEFINITIONS.
The following shall be added to Section 1 of the original agreement.
(C) "Supplemental Retirement Benefits" for purposes of both the
original Agreement and the Amendment shall mean the Supplemental Retirement
Benefits provided for in the Executive Supplement Benefit Agreement entered
into and effective January 1, 1995 and in this Amendment. The term
"Supplemental Retirement Benefits" does not include benefits provided under any
other agreements which the parties may have entered into.
SECTION 2. SUPPLEMENTAL RETIREMENT BENEFITS.
Section 2 of the original Agreement shall be replaced in its entirety
by the following:
(a) Provided that the Executive has remained continuously in the
employ of the Bank (except for normal vacation time and such other leaves of
absence as may be approved by the Board of Directors of the Bank), the
Executive shall vest in the Supplemental Retirement Benefits provided for in
the Agreement each year on a pro rata basis in accordance with SCHEDULE 1
attached hereto and made part of this Amendment. Vesting shall begin with the
one year anniversary date of the effective date of this Amendment and continue
with each succeeding annual anniversary date of this Amendment until the
Executive's attainment of age sixty-five (65). Upon the Executive's attainment
of age sixty-five (65), the Executive shall be fully vested in the Supplemental
Retirement Benefits. In the event that the Executive dies or becomes
permanently disabled while in the employ of the Bank and prior to age
sixty-five (65), the Supplemental Retirement Benefits will fully vest upon the
death or permanent disability.
3
(b) As of the first day of the calendar month following the
Executive's Retirement Date and on each annual anniversary date thereafter for
a period of twenty (20) years, the Executive shall be entitled to an annual
Supplemental Retirement Benefit. The amount of the annual Supplemental
Retirement Benefit shall be the Executive's vested Benefit as determined in
accordance with Schedule 1.
(c) The Executive may petition the Compensation Committee of the Board
of Directors of the Bank, to have the Supplemental Retirement Benefits to which
Executive is entitled, paid in a single lump sum, discounted at an annual rate
of six percent (6%) per annum applied to each future payment from the time it
would have been become payable to the date the lump sum is paid.
(d) In the event the Executive wishes to retire prior to attaining age
sixty-five (65), the Board of Directors of the Bank may agree, by resolution,
to fully vest the Executive's Supplemental Retirement Benefit. The Board of
Directors of the Bank may also agree, by resolution and with the approval of
the Executive, to begin payment of the Executive's benefits prior to the
Executive's attainment of age sixty-five (65). However, in no event may the
amounts paid to the Executive be less than his entire vested Supplemental
Retirement Benefit or the payments begin any later than the first day of the
calendar month following the Executive's attainment of age sixty-five (65).
SECTION 4. DEATH BENEFITS.
Section 4 of the original Agreement shall be replaced in its
entirety by the following:
(a) In the event that the Executive dies while in the employ of the
Bank and prior to the Retirement Date, the Executive's designated beneficiary
shall succeed to the rights of the Executive to receive the Supplemental
Retirement Benefits under Section 2(b) hereof, and the date of the Executive's
death shall be deemed to be the Retirement Date hereunder. It is hereby
expressly acknowledged that the Executive's designated beneficiary shall also
have the right under Section 2(c) hereof to petition the Compensation Committee
of the Board of Directors to have the entire Supplemental Retirement Benefits
paid as a lump sum. If no beneficiary has been designated by the Executive,
such amounts shall be paid to the Executive's estate in annual installments, it
being expressly acknowledged that the Executive's estate has the right to
petition that the entire Supplemental Retirement Benefits be paid as a lump sum
as provided in Section 2(c) hereof
(b) In the event that the Executive dies while receiving annual
Supplemental Retirement Benefits, the Executive's designated beneficiary shall
succeed to the rights of the Executive to receive the Benefits under Section
2(b) or Section 2(c) hereof. If no beneficiary has been designated by the
Executive, such amounts shall be paid to the Executive's estate in annual
installments, it being expressly acknowledged that the Executive's estate has
the right to petition that the entire Supplemental Retirement Benefits be paid
as a lump sum as provided in Section 2(c) hereof
4
SECTION 5. CHANGE IN CONTROL OF THE BANK.
Section 5 and Schedule 3 of the original Agreement shall be replaced
in their entirety by the following:
(a) This Agreement shall be binding upon and inure to the benefit of
all successors and assigns of the Bank and the Executive. In the event of a
change in control of the Bank, the Executive shall be fully vested in the
Supplemental Retirement Benefit and the entire Benefit shall be paid to the
Executive immediately upon the effective date of the change in control. The
amount of the Benefit to be paid to the Executive shall be the "lump sum"
amount as defined in Section 2 (c) and Schedule 1 of this Amendment.
(b) For purposes of this Agreement, a change in control shall mean:
(i) The acquisition by a person or persons acting in
concert of the power to vote twenty-five percent (25%) or more of
a class of the voting securities of Emerald Financial Corp.
("Corporation"), or the acquisition by a person of the power to
direct the Corporation's management or policies, if the Board of
Directors or the Office of Thrift Supervision or successor
regulatory agency has made a determination that such acquisition
constitutes or will constitute an acquisition of control of the
Corporation for the purposes of the Savings and Loan Holding
Company Act or the Change in Bank Control Act and the regulations
thereunder;
(ii) during any period of two (2) consecutive years during
the term of this Agreement, individuals who at the beginning of
such period constitute the Board of Directors of the Bank or
Corporation cease for any reason to constitute at least a
majority thereof, unless the election of each director who was
not a director at the beginning of such period has been approved
in advance by directors representing at least two thirds (2/3) of
the directors then in office who were directors in office at the
beginning of the period:
(iii) the Corporation shall have merged into or
consolidated with another corporation, or merged another
corporation into the Corporation, on a basis whereby less than
fifty percent (50%) of the total voting power of the surviving
corporation is represented by shares held by former shareholders
of the Corporation prior to such merger or consolidation: or
(iv) the Corporation shall have sold substantially all of
its assets to another person. The term "person" refers to an
individual, corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity.
5
SECTION 6. TERMINATION FOR CAUSE AS A RESULT OF CERTAIN REGULATORY ACTIONS
Section 6(a) shall be replaced in its entirety by the following:
(a) In the event of the termination of the Executive for Cause, the
Bank shall have no further obligations under this Agreement other than payment
to the Executive at the Retirement Date of any vested Supplemental Retirement
Benefits.
This Amendment pertains only to the provisions of the Agreement
referenced herein. All other provisions of the original Agreement shall remain
intact.
ATTEST: THE STRONGSVILLE SAVINGS BANK
\s\ PAULA M. DEWEY \s\ THOMAS P. PERCIAK
- ------------------------ ---------------------------------
BY: Thomas P. Perciak
President
[Corporate Seal]
WITNESS:
\s\ PAULA M. DEWEY \s\ JOHN F. ZIEGLER
- ------------------------ ---------------------------------
John F. Ziegler
Executive
6
SCHEDULE 1
POST RETIREMENT BENEFIT FOR: JOHN F. ZIEGLER
Schedule 1 of the original Agreement shall be replaced in its entirety by the
following:
The benefit payable to John F. Ziegler at Retirement Date (age 65) is
$25,647 annually for a period of twenty (20) years. Mr. Ziegler shall become
vested in this benefit on each annual anniversary date of this Amendment as
follows:
Annual Benefit
Year of Anniversary Vested Amount
1998 $1,282
1999 2,565
2000 3,847
2001 5,129
2002 6,412
2003 7,694
2004 8,976
2005 10,259
2006 11,541
2007 12,824
2008 14,106
2009 15,388
2010 16,671
2011 17,953
2012 19,235
2013 20,518
2014 21,800
2015 23,082
2016 24,365
2017 25,647
LUMP SUM PAYMENT: Should the Executive desire and Board agree that
benefits should be paid in a lump sum, the amount of the lump sum benefit
provided that no benefits under the Agreement have yet been paid and the
Executive is fully vested in the Supplemental Retirement Benefit is $ 294,169.
In the event that benefits are to paid in a lump sum and the Executive
is not fully vested in the Supplemental Retirement Benefit, the amount of the
lump sum benefit shall be determined by discounting each future fully vested
benefit payment at an annual rate of 6% per annum from the time it would have
become payable to the date the lump sum is paid.