EXHIBIT 10.5
(C)
THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN
SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE
ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF
LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN
DOCUMENTING SOLELY YOUR ARRANGEMENT.
ADAMS COUNTY NATIONAL BANK
DIRECTOR SUPPLEMENTAL LIFE INSURANCE PLAN
THIS AGREEMENT, hereby made and entered into this day 1st of January,
2001, by and between Adams County National Bank, a Bank located in Gettysburg,
Pennsylvania (the "Company") and the Director selected to participate in this
Plan.
INTRODUCTION
The Company wishes to attract and retain highly qualified Directors. To
further this objective, the Company is willing to divide the death proceeds of
certain life insurance policies which are owned by the Company on the lives of
the participating Directors with the designated beneficiary of each insured
participating Director. The Company will pay life insurance premiums from its
general assets.
ARTICLE 1
GENERAL DEFINITIONS
The following terms shall have the meanings specified:
1.1 "COMPENSATION COMMITTEE" means either the Compensation Committee
designated from time to time by the Company's Board of Directors or a majority
of the Company's Board of Directors, either of which shall hereinafter be
referred to as the Compensation Committee.
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1.2 "DISABILITY" means the Director's inability to perform substantially
all normal duties of a Participant, as determined by the Company's Board of
Directors in its sole discretion. As a condition to any benefits, the Company
may require the Director to submit to such physical or mental evaluations and
tests, as the Board of Directors deems appropriate.
1.3 "INSURED" means the individual whose life is insured.
1.4 "INSURER" means the insurance company issuing the life insurance
policy on the life of the insured.
1.5 "PARTICIPANT" means the Director who is designated by the
Compensation Committee as eligible to participate in the Plan, elects in writing
to participate in the Plan using the form attached hereto as Exhibit A, and
signs a Split Dollar Endorsement for the Policy in which he or she is the
Insured.
1.6 "POLICY" or "POLICIES" means the individual insurance policy (or
policies) adopted by the Compensation Committee for purposes of insuring a
Participant's life under this Plan.
1.7 "PLAN" means this instrument, including all amendments thereto.
1.8 "TERMINATED FOR CAUSE" means that the Company has terminated the
Insured's duties for any of the following reasons:
1.8.1 Gross negligence or gross neglect of duties;
1.8.2 Commission of a felony or of a gross misdemeanor
involving moral turpitude; or
1.8.3 Fraud, disloyalty, dishonesty or willful violation of any law
or significant Company policy committed in connection with the
Director's duties.
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ARTICLE 2
PARTICIPATION
2.1 ELIGIBILITY TO PARTICIPATE. The Compensation Committee in its sole
discretion shall designate from time to time Directors that are eligible to
participate in this Plan.
2.2 PARTICIPATION. The eligible Director may participate in this Plan by
executing an Election to Participate and a Split Dollar Endorsement. The Split
Dollar Endorsement shall bind the Director and his or her beneficiaries, assigns
and transferees, to the terms and conditions of this Plan. A Director's
participation is limited to only Policies where he or she is the Insured.
Exhibit B attached hereto sets forth the original Participants and their
corresponding Policies.
2.3 TERMINATION OF PARTICIPATION. A Participant's rights under this Plan
shall cease and his or her participation in this Plan shall terminate if the
Director is terminated for Cause.
In the event that the Company decides to maintain the Policy after the
Participant's termination of participation in the Plan, the Company shall be the
direct beneficiary of the entire death proceeds of the Policy.
ARTICLE 3
POLICY OWNERSHIP/INTERESTS
3.1 PARTICIPANT'S INTEREST. With respect to each Policy, the Participant,
or the Participant's assignee, shall have the right to designate the beneficiary
of an amount of death proceeds equal to: $100,000.
3.2 COMPANY'S INTEREST. The Company shall own the Policies and shall
have the right to exercise all incidents of ownership. With respect to each
Policy, the Company shall be the direct beneficiary of the remaining (after the
Participant's Interest is determined) death proceeds of the Policy.
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ARTICLE 4
PREMIUMS
4.1 PREMIUM PAYMENT. The Company shall pay all premiums due on all
Policies.
4.2 IMPUTED INCOME. The Company shall impute income to the Participant
in an amount equal to the current term rate for the Participant's age multiplied
by the aggregate death benefit payable to the Participant's beneficiary. The
"current term rate" is the minimum amount required to be imputed under Revenue
Rulings 64-328 and 66-110, or any subsequent applicable authority.
ARTICLE 5
ASSIGNMENT
Any Participant may assign without consideration all interests in his or
her Policy and in this Plan to any person, entity or trust. In the event a
Participant shall transfer all of his/her interest in the Policy, then all of
that Participant's interest in his or her Policy and in the Plan shall be vested
in his/her transferee, who shall be substituted as a party hereunder, and that
Participant shall have no further interest in his or her Policy or in this Plan.
ARTICLE 6
INSURER
The Insurer shall be bound only by the terms of their corresponding
Policy. Any payments the Insurer makes or actions it takes in accordance with a
Policy shall fully discharge it from all claims, suits and demands of all
persons relating to that Policy. The Insurer shall not be bound by the
provisions of this Plan. The Insurer shall have the right to rely on the
Company's representations with regard to any definitions, interpretations, or
Policy interests as specified under this Plan.
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ARTICLE 7
CLAIMS PROCEDURE
7.1 CLAIMS PROCEDURE. The Company shall notify any person or entity that
makes a claim against this Plan (the "Claimant"), in writing, within ninety (90)
days of Claimant's written application for benefits, of Claimant's eligibility
or ineligibility for benefits under this Plan. If the Company determines that
Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of this Plan on which the denial is based, (3) a description of any
additional information or material necessary for the Claimant to perfect
Claimant's claim, and a description of why it is needed, and (4) an explanation
of this Plan's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If the
Company determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
7.2 REVIEW PROCEDURE. If a Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that Claimant is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle Claimant to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present
Claimant's position to the Company verbally or in writing, and the Claimant (or
counsel) shall have the right to review the pertinent documents. The Company
shall notify the Claimant of its decision in writing within the sixty-day
period, stating specifically the basis of its decision, written in a manner
calculated to be understood by the Claimant and the specific provisions of this
Plan on which the decision is based. If, because of the need for a hearing, the
sixty-day period is not sufficient, the decision may be deferred for up to
another sixty-day period at the election of the Company, but notice of this
deferral shall be given to the Claimant.
ARTICLE 8
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated at the discretion of the
bank. However, each Participant shall be entitled to the benefits in Section 3.1
at the date of termination of the Plan.
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ARTICLE 9
MISCELLANEOUS
9.1 BINDING EFFECT. This Plan in conjunction with each Split Dollar
Endorsement shall bind each Participant and the Company, their beneficiaries,
survivors, executors, administrators and transferees and any Policy beneficiary.
9.2 NO GUARANTEE OF EMPLOYMENT. This Plan is not an employment policy or
contract. It does not give a Participant the right to remain a Director of the
Company, nor does it interfere with the Company's right to discharge a
Participant. It also does not require a Participant to remain a Director nor
interfere with a Participant's right to terminate at any time.
9.3 REORGANIZATION. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.
9.4 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 the 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.
9.5 APPLICABLE LAW. The Plan and all rights hereunder shall be governed
by and construed according to the laws of the State of Pennsylvania, except to
the extent preempted by the laws of the United States of America.
9.6 NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan by one party to another shall be in
writing, shall be signed by the party giving or making the same, and may be
given either by delivering the same to such other party personally, or by
mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his/her last known address as shown on the records of the
Company. The date of such mailing shall be deemed the date of such mailed
notice, consent or demand.
9.7 ENTIRE AGREEMENT. This Plan constitutes the entire agreement between
the Company and the Participant as to the subject matter hereof. No rights are
granted to the Participant by virtue of this Plan other than those specifically
set forth herein.
9.8 ADMINISTRATION The Company shall have powers which are necessary to
administer this Plan, including but not limited to:
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9.8.1 Interpreting the provisions of the Plan;
9.8.2 Establishing and revising the method of accounting for the
Plan;
9.8.3 Maintaining a record of benefit payments; and
9.8.4 Establishing rules and prescribing any forms necessary or
desirable to administer the Plan.
IN WITNESS WHEREOF, the Company executes this Plan as of the date
indicated above.
COMPANY:
Adams County National Bank
BY: /s/ Thomas A. Ritter
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TITLE President
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EXHIBIT A
ELECTION TO PARTICIPATE
I, ______________________________________, an eligible Participant of
the Adams County National Bank Director Supplemental Life Insurance Plan (the
"Plan") dated ____________________ 2000, hereby elect to become a Participant of
the Plan.
Executed this day of , 2000
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Witness Participant
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EXHIBIT B
LIST OF PARTICIPANTS
PARTICIPANT'S NAME INSURER POLICY NUMBER
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SPLIT DOLLAR POLICY ENDORSEMENT
Policy No. ____________________ Insured: ____________________
Supplementing and amending the application of Adams County National Bank on
____________________ , 2000 to ("Insurer"), the applicant requests and directs
that:
BENEFICIARIES
1. The beneficiary designated by the Insured, or his/her transferee
shall be the beneficiary of: $100,000.
2. The beneficiary of any remaining death proceeds shall be Adams
County National Bank, a banking association located in Gettysburg, Pennsylvania
(the "Company").
OWNERSHIP
3. The Owner of the policy shall be the Company. The Owner shall have
all ownership rights in the Policy except as may be specifically granted to the
Insured or his/her transferee in paragraph (4) of this endorsement.
4. The Insured or his/her transferee shall have the right to assign
all rights and interests in the policy with respect to that portion of the death
proceeds designated in paragraph (1) of this endorsement, and to exercise all
settlement options with respect to such death proceeds.
MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral' assignee of the
Owner of the policy designated in paragraph (3) above shall be limited to the
portion of the proceeds described in paragraph (2) above.
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OWNERS AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the policy. The
signature of the Owner shall be sufficient for the exercise of any rights under
this Endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release to the Insurer. Any transferee's rights shall be
subject to this Endorsement.
Signed at ________________, Pennsylvania, this ____ day of _____________ , 2000
COMPANY
Adams County National Bank
By____________________________
Its___________________________
Acceptance and Beneficiary Designation
The Insured accepts and agrees to the foregoing and, subject to the rights of
the Owner as stated above, designates ______________________________ as direct
beneficiary and __________________________ as contingent beneficiary of the
portion of the proceeds described in paragraph (1) above.
Signed at ________________, Pennsylvania, this ____ day of _____________ , 2000
INSURED
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