EXHIBIT 10.10
SCRIPPS BANK
SUPPLEMENTAL RETIREMENT PLAN
SCRIPPS BANK
SUPPLEMENTAL RETIREMENT PLAN
TABLE OF CONTENTS
PAGE
ARTICLE I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Purpose of Plan. . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III. BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 Retirement Benefits. . . . . . . . . . . . . . . . . . . . . . . 1
a. Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . 1
b. Inflation Adjustment. . . . . . . . . . . . . . . . . . . . 2
3.2 Disability Benefits. . . . . . . . . . . . . . . . . . . . . . . 2
3.3 Preretirement Termination of Employment. . . . . . . . . . . . . 2
3.4 Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV. ADMINISTRATION OF PLAN. . . . . . . . . . . . . . . . . . . . 3
4.1 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . 3
4.2 Reliance on Tables . . . . . . . . . . . . . . . . . . . . . . . 4
4.3 Indemnification of Administrator . . . . . . . . . . . . . . . . 4
ARTICLE V. AMENDMENT AND TERMINATION OF PLAN. . . . . . . . . . . . . . . 4
5.1 Amendment and Termination. . . . . . . . . . . . . . . . . . . . 4
ARTICLE VI. CLAIMS FOR BENEFITS . . . . . . . . . . . . . . . . . . . . . 4
6.1 Notice of Denial of Claim. . . . . . . . . . . . . . . . . . . . 4
6.2 Extension of Time. . . . . . . . . . . . . . . . . . . . . . . . 5
6.3 Review of Denial of Claim. . . . . . . . . . . . . . . . . . . . 5
VII. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 5
7.1 Information to be Furnished. . . . . . . . . . . . . . . . . . . 5
7.2 Limitation of Rights . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Spendthrift Clause . . . . . . . . . . . . . . . . . . . . . . . 5
7.4 Plan Not Employment Contract . . . . . . . . . . . . . . . . . . 6
7.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.6 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I. INTRODUCTION
1 PURPOSE OF PLAN. The purpose of this Plan is to provide Ronald Carlson,
current President of the Company, with supplemental retirement benefits,
disability benefits and preretirement death benefits to reward his past service
with the Company and to provide an incentive for him to remain with the Company
until retirement.
II. DEFINITIONS
1 "Administrator" means the Compensation, Audit and Nominating Committee
of the Board of Directors of the Company or such other person or committee as
may be appointed from time to time by the Board of Directors of the Company to
supervise the administration of the Plan.
2 "Company" means Scripps Bank, a corporation organized under the laws
of California.
3 "Employee" means Ronald Carlson.
4 "Plan" means the Scripps Bank Supplemental Retirement Plan set forth
herein, together with any and all amendments and supplements hereto.
5 "Plan Year" means the calendar year.
III. BENEFITS
1 RETIREMENT BENEFITS.
a. BENEFIT. If the Employee remains in the employment of the
Company until such time as he attains age 67, ____________, 2002 (the
"Retirement Date"), Employee shall be entitled to receive a monthly annuity
payment from the Company in the amount of $4,167, commencing on the first day of
the month that next follows his Retirement Date and continuing on the first day
of each subsequent month until the month next following the date of Employee's
death. In the event that Employee defers retirement beyond the Retirement Date,
the monthly benefit shall be actuarially increased to reflect the delayed
commencement of the benefit payments. In the event that Employee retires or
terminates employment before the Retirement Date and wishes to commence benefits
prior to the Retirement Date, the monthly benefit shall be actuarially decreased
to reflect the early commencement of the benefit payments. Notwithstanding the
preceding sentence, the Company in its sole and absolute discretion may, upon
termination of the Plan, pay the Employee the lump sum present value of the then
remaining retirement benefit payable under this Section 3.1. The determination
of present value and any actuarial adjustments in the annuity payment to reflect
an early or late commencement of
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benefits hereunder shall be made by an actuary selected by the Company.
Applicable income or other taxes shall be withheld from all payments made
under this Section 3.1.
b. INFLATION ADJUSTMENT. On each anniversary of the Retirement
Date, the monthly benefit under this Section 3.1 shall be increased by three
percent (3%) as a cost-of-living adjustment.
2 DISABILITY BENEFITS. If the Employee terminates employment with the
Company prior to the Retirement Date as a result of total disability, Employee
shall be entitled to receive the monthly benefit set forth in Section 3.1 above,
without any actuarial reduction to reflect the early commencement of benefits,
commencing on the first day of the month that next follows the date of the
Employee's termination of employment due to total disability and continuing
until the month next following the date of the Employee's death. For purposes
of this Plan, total disability shall mean the inability of the Employee, because
of a physical or mental impairment that is expected to be of long-term duration,
to perform the usual duties of the Employee. Total disability shall be
determined by a physician selected by the Company.
3 PRERETIREMENT TERMINATION OF EMPLOYMENT. If the employment of the
Employee is terminated for cause, the Employee shall be entitled to no benefits
under this Plan. For purposes of this Agreement, termination for cause shall
mean termination for any of the following reasons: (i) theft or dishonesty;
(ii) improper use or disclosure of Company confidential information; and (iii)
failure or inability to carry out duties after written notice and opportunity to
cure.
4 DEATH BENEFITS. If the Employee dies after payment of benefits under
this Plan have commenced or prior to the commencement of benefits hereunder and
Employee is survived by Barbara Ann Carlson ("Barbara"), Barbara shall receive a
monthly annuity payment equal to one-hundred percent (100%) of the monthly
annuity payable to Employee under Section 3.1 or 3.2 of this Plan (as
applicable). The monthly annuity payment shall commence on the first day of the
month next following the date the last payment was made to Employee under
Section 3.1 or 3.2 (as applicable) (or the first day of the month following the
date of Employee's death if payments to Employee had not commenced) and shall
end on the first day of the month next following Barbara's death. The Company
in its sole and absolute discretion shall be entitled to pay Barbara the lump
sum present value of the survivor's annuity at any time. The determination of
present value shall be made by an actuary selected by the Company. Applicable
income and other taxes shall be withheld from all payments made under this
Section 3.4. In the event that Barbara predeceases Employee, no survivor or
death benefits shall be payable under this Agreement upon Employee's death.
Except as provided in this Section 3.4, no person shall be entitled to a
survivor or death benefit under this Agreement upon Employee's death.
5 FUNDING. In order to satisfy the Company's obligation under this Plan
to pay benefits to Employee, the Company shall contribute certain amounts to a
trust established for this purpose (the "Supplemental Retirement Trust"). The
Company shall contribute to the Trust, from time to time, such amounts as are
determined by an actuary to be necessary to fund the Company's obligation
hereunder. All contributions shall be made in cash. The Company shall direct
the investment of the Supplemental Retirement Trust as it determines appropriate
in its sole and
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absolute discretion. Notwithstanding the establishment of the Supplemental
Retirement Trust and the contribution of funds thereto, title to and
beneficial ownership of the Supplemental Retirement Trust shall at all times
remain in the Company and be subject to the claims of the Company's general
creditors, and neither Employee nor anyone claiming through or under Employee
shall have any property interest whatsoever in such funds or in any specific
assets of the Company.
IV. ADMINISTRATION OF PLAN
1 PLAN ADMINISTRATOR. The administration of the Plan shall be under the
supervision of the Administrator. It shall be a principal duty of the
Administrator to see that the Plan is carried out, in accordance with its terms.
The Administrator will have full power to administer the Plan in all of its
details, subject to applicable requirements of law. For this purpose, the
Administrator's powers will include, but will not be limited to, the following
authority, in addition to all other powers provided by this Plan:
(a) to make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan;
(b) to exercise discretion in interpreting the Plan and in deciding
all questions concerning the Plan, any interpretation thereof to be reviewed
under the arbitrary and capricious standard;
(c) to determine the amount to contribute to the Supplemental
Retirement Trust to fund the benefits payable under this Plan and to invest any
amounts set aside therein to fund the Company's obligations under the Plan;
(d) to appoint such agents, counsel, accountants, consultants, and
other persons as may be required to assist in administering the Plan; and
(e) to allocate and delegate its responsibilities under the Plan and
to designate other persons to carry out any of its responsibilities under the
Plan, any such allocation, delegation, or designation to be in writing.
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2 RELIANCE ON TABLES. In administering the Plan, the Administrator shall
be entitled to rely conclusively on all tables, valuations, certificates,
opinions, and reports which are furnished by, or in accordance with the
instructions of accountants, actuaries, counsel, or other experts employed or
engaged by the Administrator.
3 INDEMNIFICATION OF ADMINISTRATOR. The Company agrees to indemnify and
to defend to the fullest extent permitted by law any director, officer or
employee of the Company assisting (or who formerly assisted) in the
administration of the Plan against all liabilities, damages, costs and expenses
(including attorneys' fees and amounts paid in settlement of any claims approved
by the Company) occasioned by any act or omission to act in connection with the
Plan, if such act or omission is in good faith.
V. AMENDMENT AND TERMINATION OF PLAN
1 AMENDMENT AND TERMINATION. The Plan may be amended or terminated when
in the sole opinion of the Company such amendment or termination is advisable.
The Plan shall be terminated immediately in the event that Employee is
terminated for cause, as defined in Section 3.3 prior to Retirement Date. In
the event of a termination of the Plan prior to the payment of all benefits
hereunder (other than a termination described in the preceding sentence), the
Company shall pay to Employee in a lump sum payment (less applicable
withholdings) the present value of the retirement and survivor benefits payable
under Sections 3.1 and 3.4 hereof. Upon termination of the Plan any amounts
held in the Supplemental Retirement Trust that are not used for the payment of
benefits under the Plan shall be transferred out of the Supplemental Retirement
Trust and to the general accounts of the Company, to be used as the Company
determines in its sole discretion. Except as set forth above, the amendment or
termination of the Plan shall not reduce the benefit payable to Employee under
the Plan or otherwise restrict his right to such benefit unless the Employee
consents in writing to such amendment. Any amendment or termination shall be
made by a written instrument approved by the Board of Directors.
VI. CLAIMS FOR BENEFITS
1 NOTICE OF DENIAL OF CLAIM. If a claim for benefits under this Plan is
denied, the Administrator shall provide notice to the claimant in writing of the
denial within 90 days after its submission. The notice shall be written in a
manner calculated to be understood by the claimant and shall include:
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent Plan provisions on which the
denial is based;
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(c) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
(d) an explanation of the Plan's claims review procedures.
2 EXTENSION OF TIME. If special circumstances require an extension of
time for processing the initial claim, a written notice of the extension and the
reason therefor shall be furnished to the claimant before the end of the initial
90-day period. In no event shall such extension exceed 90 days.
3 REVIEW OF DENIAL OF CLAIM. The decision on review shall be made within
60 days of receipt of the request for review, unless special circumstances
require an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than 120 days after receipt of the
request for review. If such an extension of time is required, written notice of
the extension shall be furnished to the claimant before the end of the original
60-day period. The decision on review shall be made in writing, shall be
written in a manner calculated to be understood by the claimant, and shall
include specific references to the provisions of the Plan on which the denial is
based. If the decision on review is not furnished within the time specified
above, the claim shall be deemed denied on review.
VII. MISCELLANEOUS PROVISIONS
1 INFORMATION TO BE FURNISHED. Employee and Barbara shall provide the
Company and the Administrator with such information and evidence, and shall sign
such documents, as may reasonably be requested from time to time for the purpose
of administration of the Plan.
2 LIMITATION OF RIGHTS. Neither the establishment of the Plan nor any
amendment thereof, nor the payment of any benefits, will be construed as giving
Employee, spouse or any other person any legal or equitable right against the
Company or Administrator, except as provided herein.
3 SPENDTHRIFT CLAUSE. Neither Employee nor Barbara shall have the right
to transfer, assign, alienate, anticipate, pledge, or encumber any part of the
benefits provided by this Plan, nor shall such benefits be subject to seizure by
legal process by any creditor of the Employee or Barbara. Any attempt to effect
such a diversion or seizure shall be deemed null and void for all purposes
hereunder to the extent permitted by the Employee Retirement Income Security Act
of 1974, as amended (ERISA) and the Code.
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4 PLAN NOT EMPLOYMENT CONTRACT. Employee shall not acquire any right to
be retained in the Company's employ by virtue of the Plan, nor, upon his
dismissal or upon his voluntary termination of employment, shall he have any
right or interest in the Plan other than as specifically provided herein.
5 GOVERNING LAW. This Plan shall be construed, administered, and enforced
according to the laws of California.
6 SUCCESSORS. This Plan shall not be terminated merely by reason of a
transfer or sale of the assets of the Company or by the merger or consolidation
of the Company into or with any other corporation or entity, but the Plan shall
be continued in accordance with its terms after such sale, merger, or
consolidation, and the transferee, purchaser, or successor entity shall be
required as part of the sale, merger, or consolidation to agree to such
continuation.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed in
its name and behalf on this 22 day of December, 1997, by its officer
thereunto duly authorized.
SCRIPPS BANK
By: /s/
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Its: Chairman of the Board
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