EXHIBIT 10 (O)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FIRST FINANCIAL BANK
RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective August 1, 1989
Amended and Restated November 1, 1991 and February 22, 1996
TABLE OF CONTENTS
PAGE
ARTICLE I PURPOSE; EFFECTIVE DATE 1
ARTICLE II DEFINITIONS 1
2.1 Actuarial Equivalent 1
2.2 Beneficiary 1
2.3 Board 1
2.4 Change in Control 1
2.5 Committee 3
2.6 Company 3
2.7 Compensation 3
2.8 Employer 4
2.9 Highest Average Compensation 4
2.10 Highest Annual Compensation 4
2.11 Normal Retirement Date 4
2.12 Participant 4
2.13 Participation Agreement 4
2.14 Plan 4
2.15 Qualified Plan 4
2.16 Retirement 5
2.17 Supplemental Retirement Benefit 5
2.18 Total and Permanent Disability 5
2.19 Years of Service 5
ARTICLE III PARTICIPATION AND VESTING 5
3.1 Eligibility and Participation 5
3.2 Change in Employment Status 6
3.3 Vesting 6
ARTICLE IV SURVIVOR BENEFITS 7
4.1 Pretermination Survivor Benefit 7
4.2 Posttermination Survivor Benefit 8
4.3 Postretirement Survivor Benefit 8
4.4 Suicide; Misrepresentation 8
ARTICLE V NORMAL RETIREMENT BENEFIT 9
5.1 Normal Retirement Benefit 9
(i)
TABLE OF CONTENTS
(Continued)
PAGE
ARTICLE VI EARLY RETIREMENT BENEFIT 10
6.1 Early Retirement Date 10
6.2 Early Retirement Benefit 10
ARTICLE VII TERMINATION BENEFIT 11
7.1 Termination Benefit 11
7.2 Change in Control 12
7.3 Good Reason 13
ARTICLE VIII BENEFIT PAYMENTS 13
8.1 Form of Benefit Payment 13
8.2 Commencement of Benefit Payments 14
8.3 Withholding; Payroll Taxes 14
8.4 Payment to Guardian 14
ARTICLE IX BENEFICIARY DESIGNATION 14
9.1 Beneficiary Designation 14
9.2 Changing Beneficiary 15
9.3 No Beneficiary Designation 15
9.4 Effect of Payment 15
ARTICLE X ADMINISTRATION 15
10.1 Committee; Duties 15
10.2 Agents 15
10.3 Binding Effect of Decisions 15
10.4 Indemnity of Committee 16
ARTICLE XI CLAIMS PROCEDURE 16
11.1 Claim 16
11.2 Denial of Claim 16
11.3 Review of Claim 16
11.4 Final Decision 17
ARTICLE XII TERMINATION, SUSPENSION OR AMENDMENT 17
12.1 Termination, Suspension or Amendment of Plan 17
(ii)
TABLE OF CONTENTS
(Continued)
PAGE
ARTICLE XIII MISCELLANEOUS 17
13.1 Unfunded Plan 17
13.2 Unsecured General Creditor 18
13.3 Trust Fund 18
13.4 Nonassignability 19
13.5 Not a Contract of Employment 19
13.6 Protective Provisions 19
13.7 Governing Law 19
13.8 Validity 19
13.9 Notice 19
13.10 Successors 20
(iii)
FIRST FINANCIAL BANK
RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
PURPOSE; EFFECTIVE DATE
The purpose of this Supplemental Executive Retirement Plan (the "Plan") is to
provide supplemental retirement benefits for certain key employees of First
Financial Bank. It is intended that the Plan will aid in retaining and
attracting individuals of exceptional ability by providing them with these
benefits. This Plan shall be effective as of August 1, 1989.
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 Employer, using sound actuarial assumptions at the
time of such determination.
2.2 Beneficiary. "Beneficiary" means the person, persons or entity entitled
under Article IX to receive any Plan benefits payable after a Participant's
death.
2.3 Board. "Board" means the Board of Directors of the Employer.
2.4 Change in Control.
(a) A "Change in Control of the Company," for purposes of this Plan, shall
be deemed to have taken place if: (i) any person becomes the beneficial owner of
twenty-five percent (25%) or more of the total number of outstanding voting
shares of the Company; (ii)
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any person becomes the beneficial owner of ten percent (10%) or more, but less
than twenty-five percent (25%), of the total number of outstanding voting share
of the Company, provided that, if the FHLBB has approved a rebuttal agreement
filed by such person or such person has filed a certification with the FHLBB, a
Change in Control will not be so deemed to have occurred unless the Board of
Directors of the Company has made a determination that such a beneficial
ownership constitutes or will constitute control of the Company; (iii) any
person (other than the persons named as proxies solicited on behalf of the Board
of Directors of the Company) holds revocable or irrevocable proxies, as to the
election or removal of two (2) or more directors of the Company, for twenty-five
percent (25%) or more of the total number of outstanding voting shares of the
Company; (iv) any person has received the approval of the FHLBB under Section
408 of the National Housing Act (the "Holding Company Act"), or regulations
issued thereunder, to acquire control of the Company; (v) any person has
received approval of the FHLBB under the Change in Savings and Loan Control Act
of 1978 (the "Control Act"), or regulations issued thereunder, to acquire
control of the company; (vi) any person has commenced a tender or exchange
offer, or entered into an agreement or received an option, to acquire beneficial
ownership of twenty-five percent (25%) or more of the total number of
outstanding voting shares of the Company, whether or not the requisite
regulatory approval for such acquisition has been received under the Holding
Company Act, the Control Act, or the respective regulations issued thereunder,
provided that a Change in Control will not be deemed to have occurred under this
clause (vi) unless the Board of Directors of the Company has made a
determination that such action constitutes or will constitute a Change in
Control; or (vii) as a result of or in connection with, any cash tender or
exchange offer, merger, or other business combination, sale of assets or
contested election, or any combination of the foregoing
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transactions, the persons who were directors of the Company before such
transaction shall cease to constitute at least two-thirds (2/3) of the Board of
Directors of the Company or any successor institution. For purposes of this
section, a "person" includes an individual, corporation, partnership, trust,
association, joint venture, pool, syndicate, unincorporated organization,
joint-stock company or similar organization or group acting in concert, but does
not include any employee stock ownership plan or similar employee benefit plan
of the Company or the Employer. A person for these purposes shall be deemed to
be a beneficial owner as that term is used in Rule 13d-3 under the Securities
Exchange Act of 1934. References to the FHLBB shall include its successors and
references to legislation or regulations shall include any successor regulations
or legislation.
(b) A "Change in Control of the Employer," for purposes of this Plan, shall
be deemed to have taken place if the Company's beneficial ownership of the total
number of outstanding voting shares of the Employer is reduced to less than
fifty percent (50%).
2.5 Committee. "Committee" means the Compensation Committee of the Board or
any successor committee appointed by the Board to administer the Plan pursuant
to Article VII.
2.6 Company. "Company" means First Financial Corporation.
2.7 Compensation. "Compensation" means the salary and bonuses paid to a
participant by Employer and considered to be "wages" for purposes of federal
income tax withholding. Compensation shall be calculated before reduction for
any amounts deferred by the Participant pursuant to the Employer's or Company's
tax qualified plans which may be maintained under Section 401(k) or Section 125
of the Internal Revenue Code, or under any nonqualified deferred compensation
plan maintained by the Employer or Company.
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Compensation does not include expense reimbursements or any form of noncash
compensation or benefits.
2.8 Employer. "Employer" means First Financial Bank, a federally chartered
savings bank with principal offices located in Stevens Point, Wisconsin.
2.9 Highest Average Compensation. "Highest Average Compensation" means the
Participant's average monthly Compensation during any three (3) calendar years
of employment with Employer in which Participant's annual compensation was at
the highest level. If the Participant has fewer than three (3) years of
employment with Employer, Highest Average Compensation shall be determined based
on the average of actual employment.
2.10 Highest Annual Compensation. "Highest Annual Compensation" means the
highest level of Participant's Compensation earned during any calendar year of
employment with Employer.
2.11 Normal Retirement Date. "Normal Retirement Date" means the date on which
a Participant terminates employment with Employer on or after attaining age
sixty-two (62).
2.12 Participant. "Participant" means any individual who is participating in
or has participated in this Plan, and who has not yet received full benefits
hereunder, as provided in Article III.
2.13 Participation Agreement. "Participation Agreement" means the agreement
filed by a participant and approved by the Board pursuant to Article III.
2.14 Plan. "Plan" means this Supplemental Executive Retirement Plan as
amended from time to time.
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2.15 Qualified Plan. "Qualified Plan" means the First Financial 401(k) Profit
Sharing Plan, or any successor defined contribution plan maintained by Employer
that qualifies under Section 401(a) of the Internal Revenue Code.
2.16 Retirement. "Retirement" means a participant's termination from
employment with Employer at the Participant's Early Retirement Date or Normal
Retirement Date, as applicable.
2.17 Supplemental Retirement Benefit. "Supplemental Retirement Benefit" means
the benefit determined under Article V, VI, ar VII of this Plan.
2.18 Total and Permanent Disability. "Total and Permanent Disability" means a
physical or mental condition that prevents the Participant from satisfactorily
performing the Participant's usual duties for the Employer. The Committee shall
determine the existence of Total and Permanent Disability and may rely on advice
from a medical examiner satisfactory to the Committee in making the
determination.
2.19 Years of Service. "Years of Service" means the number of years of
service determined in accordance with the provisions of the Qualified Plan,
whether or not the Participant is a participant in such plan.
ARTICLE III
PARTICIPATION AND VESTING
3.1 Eligibility and Participation.
(a) Eligibility. Eligibility to participate in the Plan is limited to those
key employees of Employer who are designated from time to time by the Board or
Committee.
(b) Participation. An employee's participation in the Plan shall be
effective upon notification to the Employee by the Board or Committee of
eligibility to participate,
5
completion of a participation Agreement and acceptance of the Participation
Agreement by the Board or Committee. Subject to Section 3.2, participation in
the Plan shall continue until such time as the Participant terminates employment
with Employer and as long thereafter as the participant is eligible to receive
benefits under this Plan.
3.2 Change in Employment Status. If the Board Committee determines that a
Participant's employment performance is no longer at a level that deserves
reward through participation in this Plan, but does not terminate the
Participant's employment with Employer, participation herein and eligibility to
receive benefits hereunder shall be limited to the Participant's vested interest
in such benefits as of the date designated by the Board or Committee
("Participation Termination Date"). Such benefits shall be based solely on the
Participant's Years of Service and Compensation as of the Participation
Termination Date. This Section 3.2 shall not apply to Participants who terminate
employment with Employer within twenty-four (24) months following a Change in
Control.
3.3 Vesting. A Participant whose employment with Employer terminates because
of Disability, Retirement, or death shall be one hundred percent (100%) vested
in the Participant's Supplemental Retirement Benefit. In addition, a Participant
shall be one hundred percent (100%) vested in the Participant's Supplemental
Retirement Benefit following a Change in Control. For any other termination,
other than Termination for Cause, a Participant shall be vested as follows based
on Years of Service:
Years of Service Vested Percentage
---------------- -----------------
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
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A Participant who is Terminated for Cause and his beneficiary shall forfeit any
right to receive benefits under the Plan. "Termination for Cause" for purposes
of this section shall mean termination because of the Participant's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, or material breach of any provision
of any employment contract between Employer and the participant. For purposes of
this paragraph, no act, or failure to act, on the Participant's part shall be
considered "willful" unless done, or omitted to be done, by the Participant not
in good faith and without reasonable belief that the Participant's action or
omission was in the best interest of Employer. Notwithstanding the foregoing,
the Participant shall not be deemed to have been Terminated for Cause unless and
until there shall have been delivered to the Participant a copy of a notice of
termination, after reasonable notice to the Participant and an opportunity for
the Participant, together with the Participant's counsel, to be heard before the
Board, finding that in the good faith opinion of the Board the Participant was
guilty of conduct set forth above in this paragraph and specifying the
particulars thereof in detail.
ARTICLE IV
SURVIVOR BENEFITS
4.1 Pretermination Survivor Benefit. If a participant dies while employed by
Employer, Employer shall pay a survivor benefit to the Participant's Beneficiary
as follows:
(a) Amount. The amount of the survivor benefit shall be the Actuarial
Equivalent lump sum present value of the participant's Termination Benefit
determined under Section
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7.1, calculated as of the date of death and based on the Participant's
Highest Annual Compensation.
(b) Time and Form of Payment. The survivor benefit shall be paid to the
Beneficiary as soon as practicable after the death of the Participant in the
form of a lump sum payment.
4.2 Posttermination Survivor Benefit. If a Participant dies following
termination of employment with Employer and prior to the commencement of
benefits hereunder, Employer shall pay a survivor benefit to the Participant's
Beneficiary as follows:
(a) Amount. The amount of the survivor benefit shall be equal to the
Actuarial Equivalent lump sum present value of the Participant's vested interest
in the Supplemental Retirement Benefit determined under Section 7.1, calculated
as of the time benefits would have commenced had the Participant survived.
(b) Time and Form of Payment. The survivor benefit shall be paid to the
Beneficiary as soon as practicable after the death of the Participant in the
form of a lump sum payment.
4.3 Postretirement Survivor Benefit. Payment of the Supplemental Retirement
Benefit shall continue to the Beneficiary(ies) designated by the Employee for
the balance of the ten (10) year certain period if the retired Employee should
die after benefits commence but before receiving payments for ten (10) full
years.
4.4 Suicide; Misrepresentation. No benefit shall be paid to a Beneficiary if
the Participant's death occurs as a result of suicide during the twenty-four
(24) calendar months beginning with the calendar month following commencement of
participation in this Plan. The Committee may deny payment if death occurs
within such twenty-four (24) months if the Participant has made a material
misrepresentation in any form or document provided by the Participant to or for
the benefit of Employer.
8
ARTICLE V
NORMAL RETIREMENT BENEFIT
5.1 Normal Retirement Benefit.
(a) If a Participant retires at the Normal Retirement Date, Employer shall
pay to the Participant a monthly Supplemental Retirement Benefit equal to sixty
percent (60%) multiplied by Highest Average Compensation, less:
(i) Fifty percent (50%) of the Participant's monthly primary Social
Security benefit determined at age sixty-two (62); and
(ii) The single life annuity payable at age sixty-two (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the Supplemental Executive Profit Sharing Plan on the date of Participant's
Retirement. Provided, however, that in determining the actuarial equivalent
hereunder, the assumed growth in that portion of any qualified plan account
which is invested in stock of the Company shall be limited to a maximum annual
rate (including dividends) of seven percent (7%).
(b) In the event the balance in the Participant's Qualified Plan Account is
less than the total amount of Employer contributions to such account
("Deficiency"), the benefit shall be further reduced by the annuitized value of
the Deficiency.
(c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent (3/4%) of Highest Average Compensation for each Year of Service in
excess of twenty-five (25).
ARTICLE VI
EARLY RETIREMENT BENEFIT
6.1 Early Retirement Date. "Early Retirement Date" means the date on which a
Participant terminates employment with Employer, if such termination date occurs
on or after
9
such Participant's attainment of age fifty-five (55) and completion of ten (10)
Years of Service, but prior to the Participant's Normal Retirement Date.
6.2 Early Retirement Benefit.
(a) If a participant retires at the Early Retirement Date, Employer shall
pay to the Participant a monthly Supplemental Retirement Benefit equal to sixty
percent (60%) multiplied by Highest Average Compensation, less:
(i) Fifty percent (50%) of the Participant's monthly primary Social
Security benefit payable at age sixty-two (62) under the Social Security Act in
effect at the time of commencement of benefits, assuming level earnings to age
sixty-two (62); and
(ii) The single life annuity payable at age sixty-two (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the Supplemental Executive Profit Sharing Plan on the date of Participant's
Early Retirement. Provided, however, that in determining the actuarial
equivalent hereunder, the assumed growth in that portion of any qualified plan
account which is invested in stock of the Company shall be limited to a maximum
annual rate (including dividends) of seven percent (7%);
(b) In the event the balance in the Participant's Qualified Plan Account is
less than the total amount of Employer contributions to such account
("Deficiency"), the benefit shall be further reduced by the annuitized value of
the Deficiency.
(c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent (3/4%) of Highest Average Compensation for each Year of Service in
excess of twenty-five (25);
(d) The Net Supplemental Retirement Benefit shall be further reduced by two
and one-half percent (2.5%) for each full or partial year by which the
commencement of payment under this section precedes the date of the
Participant's 62nd birthday.
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(e) Benefit payments shall commence as soon as practicable after the
Participant's Early Retirement Date.
ARTICLE VII
TERMINATION BENEFIT
7.1 Termination Benefit.
(a) If a participant terminates employment with Employer prior to
Retirement or death, Employer shall pay to the Participant a Supplemental
Retirement Benefit equal to sixty percent (60%) of Highest Average Compensation
multiplied by a fraction, the numerator of which is the Participant's actual
Years of Service, not to exceed twenty-five (25) and the denominator of which is
twenty-five (25), less:
(i) Fifty percent (50%) of the Participant's monthly primary Social
Security benefit determined at age sixty-two (62); and
(ii) The single life annuity payable at age sixty-two (62) which is
actuarially equivalent to the Participant's balance under the Qualified Plan and
the Supplemental Executive Profit Sharing Plan at the date of termination.
Provided, however, that in determining the actuarial equivalent hereunder, the
assumed growth in value of that portion of any qualified plan account which is
invested in stock of the Company shall be limited to a maximum annual rate
(including dividends) of seven percent (7%);
(b) In the event the balance in the Participant's Qualified Plan Account is
less than the total amount of Employer contributions to such account
("Deficiency"), the benefit shall be further reduced by the annuitized value of
the Deficiency.
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(c) The Supplemental Retirement Benefit shall be increased by three-fourths
percent (3/4%) of Highest Average Compensation for each Year of Service in
excess of twenty-five (25).
The benefit amount shall be rounded to two (2) decimal places. Benefit
payments under this Section 5.3 shall commence on the first day of the month
following the date on which the Participant attains age sixty-two (62).
Provided, however, that if the Participant's termination is on account of Total
and Permanent Disability, benefit payments shall commence on the first day of
the month following the date on which the Board or Committee determines that the
Participant is Totally and Permanently Disabled.
7.2 Change in Control. If the Employer terminates Participant's employment
within twenty-four (24) months following a Change in Control or if the
Participant terminates employment for Good Reason, as defined in Section 7.3,
within twenty-four (24) months following a Change in Control, Employer shall pay
to the Participant a monthly benefit which is the Actuarial Equivalent of the
Supplemental Retirement Benefit as determined under Section 5.1, crediting the
Participant with seven (7) Years of Service or the Participant's actual Years of
Service, whichever is greater. Subject to the provisions of Section 8.2, benefit
payments shall commence as soon as practicable. Any benefit payable under this
section shall be in the form of a ten (10) year certain annuity with payments
continuing to the Beneficiary(ies) designated by the Participant for the balance
of the ten (10) year period if the terminated Participant should die before
receiving payments for ten (10) full years.
7.3 Good Reason. Participant shall be deemed to have resigned for Good Reason
if Participant resigns within twenty-four (24) months following a Change in
Control as a result of one (1) or more of the following events;
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(a) Participant is assigned any duties materially inconsistent with his
principal responsibilities as compared to his principal responsibilities
immediately prior to such Change in Control.
(b) The Employer reduces the Participant's total compensation (including
base salary and bonus) below the rate in effect immediately prior to such Change
in Control.
(c) The Employer fails to provide the Participant with benefits as least as
favorable as those provided by the Employer immediately prior to such Change in
Control; provided, however, that Good Reason shall not exist under this
paragraph if Participant is provided benefits equal to those provided to
executives in the Company or Bank and their affiliates following the Change of
Control.
(d) The Employer shall change the location of the primary work site of
Participant to a location more than fifty (50) miles from the work site
immediately prior to the Change of Control, without Participant's consent.
ARTICLE VIII
BENEFIT PAYMENTS
8.1 Form of Benefit Payment. The Supplemental Retirement Benefit shall be
paid in the form of a ten (10) year certain and life annuity with payments
continuing to the Beneficiary(ies) designated by the Participant for the balance
of the ten (10) year period if the retired Participant should die before
receiving payments for ten (10) full years.
8.2 Commencement of Benefit Payments. Payments shall commence as soon as
practicable after the appropriate application for benefits has been made but not
later than sixty (60) days after all information necessary to calculate the
benefit amount has been received by Employer. All payments shall be made as of
the first day of the month.
13
8.3 Withholding; Payroll Taxes. Employer shall withhold from payments
hereunder any taxes required to be withheld from such payments under federal,
state or local law. A Beneficiary, however, may elect not to have withholding of
federal income tax pursuant to Section 3405(a)(2) of the Internal Revenue Code,
or any successor provision thereto.
8.4 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
property, the Committee may direct payment to the guardian, legal representative
or person having the care and custody of such minor, incompetent or person. The
Committee may require proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution. Such distribution
shall completely discharge the Committee and the Employer from all liability
with respect to such benefit.
ARTICLE IX
BENEFICIARY DESIGNATION
9.1 Beneficiary Designation. Each Participant shall have the right, at any
time, to designate one (1) or more persons or an entity as Beneficiary (both
primary as well as secondary) to whom benefits under this Plan shall be paid in
the event of a Participant's 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 Committee and will be effective
only when filed with the Committee during the Participant's lifetime.
9.2 Changing Beneficiary. Any Beneficiary designation may be changed by the
filing of a new designation with the Committee. The filing of a new designation
shall cancel all designations previously filed.
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9.3 No Beneficiary Designation. If any Participant fails to designate a
Beneficiary in the manner provided above, if the designation is void, or if the
Beneficiary designated by a deceased Participant dies before the Participant or
before complete distribution of the Participant's benefits, the Participant's
Beneficiary shall be the Participant's estate.
9.4 Effect of Payment. Payment to the Beneficiary shall completely discharge
the Employer's obligations under this Plan.
ARTICLE X
ADMINISTRATION
10.1 Committee; Duties. The Plan shall be administered by the Committee. The
Committee shall have the authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of the Plan and decide
or resolve any and all questions, including interpretations of the Plan, as may
arise in such administration. Member of the Committee may be Participants under
the Plan.
10.2 Agents. The Committee may, from time to time, employ agents and delegate
to them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Company.
10.3 Binding Effect of Decisions. The decision or action of the Committee
with respect to 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, conclusive and binding upon
all persons having any interest in the Plan.
10.4 Indemnity of Committee. The Company shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to the Plan
on account of such
15
member's service on the Committee, except in the case of gross negligence or
willful misconduct.
ARTICLE XI
CLAIMS PROCEDURE
11.1 Claim. 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 Committee which shall respond in writing as soon
as practicable.
11.2 Denial of Claim. If the claim or request is denied, the written notice
of denial shall state:
(a) The reason for denial, with specific reference to the Plan provisions
on which the denial is based.
(b) A description of any additional material or information required and an
explanation of why it is necessary.
(c) An explanation of the Plan's claims review procedure.
11.3 Review of Claim. Any person whose claim or request is denied or who has
not received a response within thirty (30) days may request a review by notice
given in writing to the Committee. The claim or request shall be reviewed by the
Committee which may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.
11.4 Final Decision. The decision on review shall normally be made within
sixty (60) days. If an extension of time is required for a hearing or other
special circumstances, the claimant shall be notified and the time shall be
extended to one hundred twenty (120) days. The decision shall be in writing and
shall state the reason and the relevant Plan provisions.
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All decisions on review shall be final and bind all parties concerned subject
only to judicial review.
ARTICLE XII
TERMINATION, SUSPENSION OR AMENDMENT
12.1 Termination, Suspension or Amendment of Plan. The Board may, in its sole
discretion, terminate or suspend the Plan at any time, in whole or in part. The
Board may amend the Plan at any 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
participants which have accrued prior to such action, the benefits of any
Participant who has previously retired, or the benefits of any Beneficiary of a
Participant who has previously died, except as otherwise determined by the Board
under Section 13.1 with respect to any Participant. Furthermore, no termination,
suspension or amendment shall alter the applicability of the vesting schedule in
Section 3.3 with respect to a Participant's accrued benefit at the time of such
termination, suspension or amendment.
ARTICLE XIII
MISCELLANEOUS
13.1 Unfunded Plan. This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301, and 401
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of
ERISA. The Board may terminate the Plan and make no further benefit payments or
remove certain employees as Participants if it is determined by the United
States Department of Labor, a court of competent jurisdiction, or
17
an opinion of counsel that the Plan constitutes an employee pension benefit plan
within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter
amended) which is not so exempt.
13.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors, and assigns shall have no secured legal or equitable rights,
interest or claims in any property or assets of Employer, 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 Employer. Except as provided in Section 13.3, such policies, annuity
contracts or other assets of Employer 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
Employer under this Plan. Any and all of Employer's assets and policies shall
be, and remain, the general, unpledged, unrestricted assets of Employer.
Employer's obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.
13.3 Trust Fund. Employer shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, Employer 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. Although such a trust shall be
irrevocable, its assets shall be held for payment of all Employer's general
creditors in the event of insolvency. To the extent any benefits provided under
the Plan are paid from any such trust, Employer shall have no further obligation
to pay them. If not paid from the trust, such benefits shall remain the
obligation of Employer.
13.4 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber,
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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
amounts 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.
13.5 Not a Contract of Employment. This Plan shall not constitute a contract
of employment between Employer and the Participant. Nothing in this Plan shall
give a Participant the right to be retained in the service of Employer or to
interfere with the right of Employer to discipline or discharge a Participant at
any time.
13.6 Protective Provisions. A Participant shall cooperate with Employer by
furnishing any and all information requested by Employer in order to facilitate
the payment of benefits hereunder, and by taking such physical examinations as
Employer may deem necessary and by taking such other action as may be requested
by Employer.
13.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of Wisconsin, except as preempted
by federal law.
13.8 Validity. If any provision of this Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but this Plan shall be construed and enforced as if such illegal
and invalid provision had never been inserted herein.
13.9 Notice. Any notice or filing required or permitted under the Plan shall
be sufficient if in writing and hand delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the
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date shown on the postmark on the receipt for registration or certification.
Mailed notice to the Committee shall be directed to the Employer's address.
Mailed notice to a Participant or Beneficiary shall be directed to the
individual's last known address in Employer's records.
13.10 Successors. The provisions of this Plan shall bind and inure to the
benefit of Employer 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 Employer, and successors of any such corporation
or other business entity.
FIRST FINANCIAL BANK
By:
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Robert S. Gaiswinkler
Chairman of the Board
Dated: February 22, 1996
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