Exhibit 10.3
AMSTERDAM FEDERAL BANK
TARGET BENEFIT
SUPPLEMENTAL RETIREMENT BENEFIT
AGREEMENT
AS AMENDED
THIS SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT, AS AMENDED
(hereinafter called the "Agreement") made and entered into as of this 17th day
of March, 1998 (hereinafter called the "Effective Date"), by and between
AMSTERDAM FEDERAL BANK, a federal savings bank having its principal office at
161 Church Street, P.O. Box 271, Amsterdam, New York (hereinafter called the
"Bank"), and Benjamin W. Ziskin, Vice President (hereinafter called "Officer").
WITNESSETH:
WHEREAS, the Officer is the Vice President of the Bank, having been in the
employ of the Bank since 1982; and
WHEREAS, the Bank has previously adopted the Agreement as of November 16,
1993,
WHEREAS, the Bank wishes to amend such Agreement in certain respects so
as to further promote the purposes of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, and other good and valuable
consideration, it is hereby agreed by and between the Bank and the Officer that
the Agreement shall be amended and restated in its entirety as follows:
Section 1. Deferred Compensation Account.
As of the Effective Date of this Agreement, and as of the first day of
each calendar year thereafter during the continuance of the Officer's employment
by the Bank, the Bank shall credit to a unfunded book reserve established for
the purposes of providing the Target Benefit under this Agreement, (hereinafter
called "the Deferred Compensation Account") six and 19/100 percent (6.19%) of
the Officer's annual salary as of such date.
1
Section 2. Investments.
Amounts credited under the Deferred Compensation Account established
under Section 1. of this Agreement shall be invested by the Bank (either in the
Bank's name or in the name of a trustee through an irrevocable trust arrangement
established by the Bank for this purpose) in one or more registered investment
companies under the Investment Company Act of 1940, to the extent permitted by
applicable banking law, and/or in one or more fixed income investment
opportunities selected in the sole discretion of the Bank. The value of the
Officer's Deferred Compensation Account at any given time shall be based solely
on the then value of the investment fund or funds selected hereunder.
Section 3. Retirement Benefit.
Upon the Officer's termination of employment with the Bank, absent
termination by the Bank for cause as specified at Section 6 hereinafter, the
supplemental retirement benefits consisting of the aggregate total of the then
value of all amounts in said Deferred Compensation Account as of the Officer's
date of termination from employment shall be payable. Such benefits will be paid
in any one of the following modes, as determined by the Bank: (i) a single lump
sum payment; (ii) purchase of a straight life or joint and survivor annuity; or
(iii) monthly installments over a period of five, ten or fifteen years. If the
Officer shall die prior to having received the total of installment payments
specified in clause (iii), above, the unpaid balance of such installments will
continue to be paid in monthly installments for the unexpired portion of the
specified installment period, to a designated beneficiary or contingent
beneficiary.
Section 4. Death Benefit.
In the event the Officer's employment shall terminate as a result of
death, the amount in the Deferred Compensation Account as of the date of death
shall be paid to the Officer's designated beneficiary, or contingent
beneficiary, as the case may be, in one of the following modes, as determined by
the Bank: (i) a single lump sum payment; or (ii) purchase of a straight life
annuity based upon the designated beneficiary's life expectancy.
Section 5. Payment to Estate; Change of Beneficiary.
If there is no designated beneficiary living at the time of the
Officer's death, the then value of all amounts in the Deferred Compensation
Account, determined as of the date of the Officer's death, shall be paid in a
single lump sum to the Officer's estate. Any designated or contingent
beneficiary referred to in Section 3. may be changed by the Officer without the
consent of any prior designated or contingent beneficiary, upon written notice
to the bank, signed by the Officer, the receipt of which has been acknowledged
in writing by an officer of the Bank.
2
Section 6. Forfeiture.
In case the Officer's employment is terminated by the Bank for cause as
defined at 12 CFR 563.39(b) as determined by the Board of Directors of the Bank,
the Bank shall have no obligation to make any payments to the Officer or any
designated beneficiary or contingent beneficiary under this Agreement and the
Agreement shall terminate as of such date the Officer's employment is
terminated.
Section 7. Designation of Beneficiaries.
For the purposes of this Agreement, the Officer hereby names as primary
beneficiary(ies), Lynnette F. Ziskin, and designates The Estate of Benjamin W.
Ziskin as contingent beneficiary(ies).
Section 8. Successors and Assigns.
The right of the Officer or any beneficiary to the payment of the
supplemental retirement benefit payable under this Agreement shall not be
assigned, transferred, pledged or encumbered, except by the Officer's last will
and testament, or by the applicable laws of descent and distribution. This
Agreement will inure to the benefit of and be binding upon the Officer, the
Officer's legal representatives and estate or interstate distributees, and the
Bank, its successors and assigns, including any successor by merger or
consolidation, a statutory receiver, or any other person or firm or corporation
to which all or substantially all of the assets and business of the Bank may be
sold or otherwise transferred.
Section 9. Creditor Rights.
The Officer's rights under this Agreement shall be limited to those of
an unsecured general creditor of the Bank and the Bank shall have no obligation
to fund the Target Benefit supplemental retirement benefit provided for
hereunder.
Section 10. No Right to Employment.
Nothing contained in this Agreement shall be construed as conferring
upon the Officer the right to continue in the employ of the Bank as an officer
of the Bank or in any other capacity.
3
Section 11. Arbitration of Disputes.
Any dispute between the Bank and the Officer, any designated or
contingent beneficiary, or the Officer's estate as to the proper interpretation
or application of any provision of this Agreement, shall be settled by
arbitration, as follows. One arbitrator shall be selected by each of the parties
with a dispute pursuant to this Agreement and a third arbitrator chosen by the
two so selected, and the decision of a majority of the arbitrators so selected
shall be final and binding upon all of the parties to such dispute.
Section 12. Termination.
The Bank's obligation to make payments under this Agreement shall
terminate following the final payment required to be made under the applicable
payment option.
Section 13. Facility of Payment.
If the Bank shall find that any individual entitled to receive payments
under this Agreement is unable to care for his or her affairs because of age,
lack of capacity, illness or accident, the Bank may pay such benefit, unless
claim shall have been made therefor by a duly appointed legal representative, to
the spouse, descendant, other relative, or to a person with whom the individual
entitled to payment resides, and any such payment so made shall be a complete
discharge of the liability of the Bank under this Agreement.
Section 14. Records.
The records of the Bank, the Retirement Plan, and the Savings Plan,
shall be conclusive in respect of all matters involved in the calculation of
benefits under this Agreement.
Section 15. Unfunded Arrangement.
This Agreement is an unfunded supplemental benefit arrangement, subject
to the requirements of Department of Labor Regulation Section 2520.104-23.
Section 16. Severability.
A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 17. Authorization to Execute Agreement.
This Agreement has been approved by the Board of Directors of the Bank,
and the undersigned has been specifically authorized by the Board to execute
this Agreement on behalf of the Bank.
4
Section 18. Entire Agreement; Modifications.
This instrument contains the entire Agreement of the parties relating
to the subject matter hereof and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
Section 19. Headings.
The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any section. Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.
Section 20. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to
conflicts of law principles.
5
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate, each of which shall be deemed to be an original for all purposes,
effective as of the day and year first above written.
OFFICER
/s/ Benjamin W. Ziskin
Print Name: Benjamin W. Ziskin
Title:Vice President/Senior Lending Officer
ATTEST:
By: /s/ Sandra M. Hammond
Print Name: Sandra M. Hammond
AMSTERDAM FEDERAL BANK
By: /s/ James J. Alescio
Print Name: James J. Alescio
Title: Executive Vice President
ATTEST:
By: /s/ Sandra M. Hammond
Print Name: Sandra M. Hammond
6
AMSTERDAM FEDERAL BANK
TARGET BENEFIT
SUPPLEMENTAL RETIREMENT BENEFIT
AGREEMENT
AS AMENDED
THIS SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT, AS AMENDED
(hereinafter called the "Agreement") made and entered into as of this 17th day
of March, 1998 (hereinafter called the "Effective Date"), by and between
AMSTERDAM FEDERAL BANK, a federal savings bank having its principal office at
161 Church Street, P.O. Box 271, Amsterdam, New York (hereinafter called the
"Bank"), and John Lisicki, President (hereinafter called "Officer").
WITNESSETH:
WHEREAS, the Officer is the President of the Bank, having been in the
employ of the Bank since 1978; and
WHEREAS, the Bank has previously adopted the Agreement as of November 16,
1993,
WHEREAS, the Bank wishes to amend such Agreement in certain respects so
as to further promote the purposes of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, and other good and valuable
consideration, it is hereby agreed by and between the Bank and the Officer that
the Agreement shall be amended and restated in its entirety as follows:
Section 1. Deferred Compensation Account.
As of the Effective Date of this Agreement, and as of the first day of
each calendar year thereafter during the continuance of the Officer's employment
by the Bank, the Bank shall credit to a unfunded book reserve established for
the purposes of providing the Target Benefit under this Agreement, (hereinafter
called "the Deferred Compensation Account") sixteen and 90/100 percent (16.90%)
of the Officer's annual salary as of such date.
1
Section 2. Investments.
Amounts credited under the Deferred Compensation Account established
under Section 1. of this Agreement shall be invested by the Bank (either in the
Bank's name or in the name of a trustee through an irrevocable trust arrangement
established by the Bank for this purpose) in one or more registered investment
companies under the Investment Company Act of 1940, to the extent permitted by
applicable banking law, and/or in one or more fixed income investment
opportunities selected in the sole discretion of the Bank. The value of the
Officer's Deferred Compensation Account at any given time shall be based solely
on the then value of the investment fund or funds selected hereunder.
Section 3. Retirement Benefit.
Upon the Officer's termination of employment with the Bank, absent
termination by the Bank for cause as specified at Section 6 hereinafter, the
supplemental retirement benefits consisting of the aggregate total of the then
value of all amounts in said Deferred Compensation Account as of the Officer's
date of termination from employment shall be payable. Such benefits will be paid
in any one of the following modes, as determined by the Bank: (i) a single lump
sum payment; (ii) purchase of a straight life or joint and survivor annuity; or
(iii) monthly installments over a period of five, ten or fifteen years. If the
Officer shall die prior to having received the total of installment payments
specified in clause (iii), above, the unpaid balance of such installments will
continue to be paid in monthly installments for the unexpired portion of the
specified installment period, to a designated beneficiary or contingent
beneficiary.
Section 4. Death Benefit.
In the event the Officer's employment shall terminate as a result of
death, the amount in the Deferred Compensation Account as of the date of death
shall be paid to the Officer's designated beneficiary, or contingent
beneficiary, as the case may be, in one of the following modes, as determined by
the Bank: (i) a single lump sum payment; or (ii) purchase of a straight life
annuity based upon the designated beneficiary's life expectancy.
Section 5. Payment to Estate; Change of Beneficiary.
If there is no designated beneficiary living at the time of the
Officer's death, the then value of all amounts in the Deferred Compensation
Account, determined as of the date of the Officer's death, shall be paid in a
single lump sum to the Officer's estate. Any designated or contingent
beneficiary referred to in Section 3. may be changed by the Officer without the
consent of any prior designated or contingent beneficiary, upon written notice
to the bank, signed by the Officer, the receipt of which has been acknowledged
in writing by an officer of the Bank.
2
Section 6. Forfeiture.
In case the Officer's employment is terminated by the Bank for cause as
defined at 12 CFR 563.39(b) as determined by the Board of Directors of the Bank,
the Bank shall have no obligation to make any payments to the Officer or any
designated beneficiary or contingent beneficiary under this Agreement and the
Agreement shall terminate as of such date the Officer's employment is
terminated.
Section 7. Designation of Beneficiaries.
For the purposes of this Agreement, the Officer hereby names as primary
beneficiary(ies), Jacquelyn Lisicki, and designates John Lisicki, Jr., Kenneth
Lisicki, and Robert Lisicki as contingent beneficiary(ies).
Section 8. Successors and Assigns.
The right of the Officer or any beneficiary to the payment of the
supplemental retirement benefit payable under this Agreement shall not be
assigned, transferred, pledged or encumbered, except by the Officer's last will
and testament, or by the applicable laws of descent and distribution. This
Agreement will inure to the benefit of and be binding upon the Officer, the
Officer's legal representatives and estate or interstate distributees, and the
Bank, its successors and assigns, including any successor by merger or
consolidation, a statutory receiver, or any other person or firm or corporation
to which all or substantially all of the assets and business of the Bank may be
sold or otherwise transferred.
Section 9. Creditor Rights.
The Officer's rights under this Agreement shall be limited to those of
an unsecured general creditor of the Bank and the Bank shall have no obligation
to fund the Target Benefit supplemental retirement benefit provided for
hereunder.
Section 10. No Right to Employment.
Nothing contained in this Agreement shall be construed as conferring
upon the Officer the right to continue in the employ of the Bank as an officer
of the Bank or in any other capacity.
3
Section 11. Arbitration of Disputes.
Any dispute between the Bank and the Officer, any designated or
contingent beneficiary, or the Officer's estate as to the proper interpretation
or application of any provision of this Agreement, shall be settled by
arbitration, as follows. One arbitrator shall be selected by each of the parties
with a dispute pursuant to this Agreement and a third arbitrator chosen by the
two so selected, and the decision of a majority of the arbitrators so selected
shall be final and binding upon all of the parties to such dispute.
Section 12. Termination.
The Bank's obligation to make payments under this Agreement shall
terminate following the final payment required to be made under the applicable
payment option.
Section 13. Facility of Payment.
If the Bank shall find that any individual entitled to receive payments
under this Agreement is unable to care for his or her affairs because of age,
lack of capacity, illness or accident, the Bank may pay such benefit, unless
claim shall have been made therefor by a duly appointed legal representative, to
the spouse, descendant, other relative, or to a person with whom the individual
entitled to payment resides, and any such payment so made shall be a complete
discharge of the liability of the Bank under this Agreement.
Section 14. Records.
The records of the Bank, the Retirement Plan, and the Savings Plan,
shall be conclusive in respect of all matters involved in the calculation of
benefits under this Agreement.
Section 15. Unfunded Arrangement.
This Agreement is an unfunded supplemental benefit arrangement, subject
to the requirements of Department of Labor Regulation Section 2520.104-23.
Section 16. Severability.
A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 17. Authorization to Execute Agreement.
This Agreement has been approved by the Board of Directors of the Bank,
and the undersigned has been specifically authorized by the Board to execute
this Agreement on behalf of the Bank.
4
Section 18. Entire Agreement; Modifications.
This instrument contains the entire Agreement of the parties relating
to the subject matter hereof and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
Section 19. Headings.
The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any section. Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.
Section 20. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to
conflicts of law principles.
5
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate, each of which shall be deemed to be an original for all purposes,
effective as of the day and year first above written.
OFFICER
/s/ John M. Lisicki
Print Name: John M. Lisicki
Title: President
ATTEST:
By: /s/ Sandra M. Hammond
Print Name: Sandra M. Hammond
AMSTERDAM FEDERAL BANK
By: /s/ Benjamin W. Ziskin
Print Name: Benjamin W. Ziskin
Title: Vice President/Senior Lending Officer
ATTEST:
By: /s/ Sandra M. Hammond
Print Name: Sandra M. Hammond
6