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Peoples Financial - Directors' Deferred Income Plan Agreements
EXHIBIT 10.2
DIRECTORS DEFERRED INCOME AGREEMENT
This Agreement is entered into on this the ______________ day of __________________, 19 ___________, by and between PEOPLES BANK OF BILOXI, BILOXI, MISSISSIPPI, hereinafter called the "Bank", and LYLE M. PAGE, hereinafter called the "Director".
WITNESSETH:
WHEREAS, the Bank recognizes that the competent and faithful efforts of the Director on behalf of the Bank have contributed significantly to the success and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and recognizes the Director's services will substantially contribute to the continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director and retain the services of the Director for five years if re-elected to serve on the Board of Directors; and
WHEREAS, the Director, in consideration of the foregoing, agrees to continue to serve as a Director, if re-elected; and
WHEREAS, the Director has agreed to defer receipt of fees to be earned in the future.
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NOW, THEREFORE, it is mutually agreed as follows:
1. DEFINITIONS
For the purposes of this Agreement, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other, the terms, "he," "his," and "him," shall refer to the Officer, and the capitalized terms shall have the following meanings:
Beneficiary: The person or persons the Director has designated in
writing to the Bank; if none, then the Director's
Spouse, if living; if none, then the Children of the
Director; if none, then the Estate of the Director.
Children: The Director's children, both natural and adopted,
then living at the time payments are due the Children
under this Agreement.
Deferred Compensation Benefit: The benefit provided to the Director at his
Retirement Age, provided he has satisfied the
conditions and terms of this Agreement, as calculated
in paragraph 5.
Estate: Means the Estate of the Director. The benefits
remaining, if any, after death of the Director, the
Director's designated Beneficiaries, Spouse, and
Children shall be paid to the Estate of the Director.
Spouse: The individual to whom the Director is legally
married at the time of the Director's death.
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2. DEFERRAL OF FEES
The Director has elected to defer receipt of Five Thousand Five Hundred and 00/100 Dollars ($5,500.00) annually of Director's fees to be earned during the five year period which commenced with the execution of the Election to Participate Form (a copy of which is attached hereto), said form to be filed with the Secretary of the Board. Any increase in Director's fees payable to the Directors of the Bank due to an increase in the fee structure shall be covered by the above mentioned election unless the Director directs the Secretary in writing within 10 days after notification of the increase and prior to the right to receive the additional fees that such additional fees are not to be deferred. If Director fees are increased or decreased during the deferral period, the compensation payable under paragraph (3) and (4) shall be determined by reference to the Adjustment Schedule held by the Secretary and adopted by the Board of Directors and evidenced by an addendum to this Agreement.
3. COMPENSATION
The Bank agrees to pay to the Director, if living, and if not, then to the designated Beneficiary(ies) as recorded with the Secretary of the Bank, the total sum of One Hundred Seventeen Thousand Nine Hundred Twenty and 40/100 Dollars ($117,920.40) payable in monthly installments of Nine Hundred Eighty-two and 67/100 Dollars ($982.67) for one hundred twenty consecutive months, commencing on the first day of the month following the completion of the five year deferral or the Director's attainment of age 65 whichever occurs last, or upon Director's death if such shall occur first. However, said amounts shall be adjusted as provided by the provisions of paragraph 5 as required therein.
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4. DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS
If the Director dies after the beginning of monthly payments, but prior to receiving the full one hundred twenty monthly installments, the remaining monthly installments will be paid to the Director's designated Beneficiary(ies). The Beneficiary(ies) shall receive all remaining monthly installments which the Director would have received until the total sum set forth in paragraph 3 is paid.
5. BENEFIT REDUCTION CLAUSE
If the Director shall terminate service on the Board during the five year deferral period, the benefits provided under this Agreement will be reduced prorata by the amount of time remaining in the five year period.
6. STATUS OF AGREEMENT
This Agreement does not constitute a contract of employment between the parties, nor shall any provision of this Agreement restrict the right of the Bank's Shareholders to replace the Director or the right of the Director to terminate service on the Board.
7. BINDING EFFECT
This Agreement shall be binding upon the parties hereto and upon the successors and assigns of the Bank, and upon the heirs and legal representatives of the Director.
8. BENEFICIARY DESIGNATION
For purposes of this Agreement, the Director shall designate primary and contingent Beneficiary(ies) on forms furnished by the Bank (a copy is attached hereto). Such Director may then from time to time change the designated Beneficiary(ies) by written notice to the Bank and upon such change, the rights of all previously designated Beneficiary(ies) to receive any benefits under this Agreement shall cease. If, at the date of death of the Director, no duly designated
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Beneficiary(ies) exists, or if the Beneficiary(ies) designated shall have died prior to the death of the Director, or if the Director has revoked a prior designation by a writing filed with the Bank without having filed a new designation, then any death benefits which would have been payable to the Beneficiary(ies) shall be payable to the Director's Spouse, if any; if none, to the Director's surviving Children, share and share alike; or if non survive, then to the Director's Estate.
9. INCOMPETENCY
If the Bank shall find that any person to whom any payment is payable under this Agreement is unable to care for their affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, a brother or sister, or a custodian determined pursuant to the Uniform Gift to Minors Act, or to any person deemed by the Bank to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Bank may determine. Any such payment shall be a complete discharge of the liabilities of the Bank under this Agreement.
10. ASSIGNMENT OF RIGHTS
None of the rights to compensation under this Agreement are assignable by the Director or any Beneficiary(ies) or designee of the Director, and any attempt to anticipate, sell, transfer, assign, pledge, encumber, or change the Director's right to receive Compensation shall be void.
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11. FUNDING
The Bank's obligations under this Agreement shall be an unfunded and unsecured promise to pay. The Bank shall not be obligated under any circumstances to fund or otherwise secure its obligations under this Agreement. Under no circumstances will the Bank, without the consent of the Director, cause this Agreement to be directly funded in whole or part through escrow, trust, or otherwise such as to create a pre-retirement or post-retirement taxable event to the Director or an annual post-death taxable event to his beneficiary through direct annual or monthly payments to the Director of his beneficiary as provided in paragraph 3.
12. DIRECTOR RIGHTS
The rights of the Director, any designated Beneficiary(ies) of the Director, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, a designated Beneficiary(ies) of the Director, or any other person claiming through the Director shall only have the right to receive from the Bank those payments as specified under this Agreement.
13. ASSETS
It is agreed that the Director, the Director's designated Beneficiary(ies), or any other person claiming through the Director shall have no rights or interests whatsoever in any asset of the Bank in connection with the liabilities the Bank has assumed under this Agreement, or otherwise. Any asset used or acquired by the Bank in connection with the liabilities it has assumed under this Agreement shall not be deemed to be held under any trust for the benefit of the Director or the Director's designated Beneficiary(ies), nor
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shall it be considered security for the performance of the obligations of the Bank, and it shall be, and remain, a general, unpledged, and unrestricted asset of the Bank.
14. AMENDMENT
During the lifetime of the Director and prior to retirement, this Agreement may be amended or revoked at any time, in whole or in part, by the mutual written agreement of the Bank and the Director.
15. LAW GOVERNING
This Agreement shall be governed by the laws of the State of Mississippi.
16. SEVERABILITY
In the event that any of the provisions of this Agreement or portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provision held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby.
17. SUICIDE
Notwithstanding anything to the contrary in this Agreement, the benefits otherwise provided herein shall not be payable if the Director's death results from suicide, whether sane or insane, within two years after the execution of this Agreement. If the Director dies during this two year period due to suicide, the fees deferred will be paid to the Director's designated Beneficiary(ies) in a single payment. Payment is to be made within thirty days after the Director's death is declared a suicide by competent legal authority.
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Credit shall be given to the Bank for payments made prior to determination of suicide.
18. PERIOD OF ECONOMIC HARDSHIP
If, in any year, payments made under this Agreement would, in the sole judgment of the Board of Directors, create economic hardship for the Bank's depositors, the Board of Directors has full authority to postpone such payments.
19. EXECUTION OF AGREEMENT
This Agreement shall be executed in triplicate, each copy of which, when so executed and delivered, shall be an original, but all three copies shall together constitute one and the same instrument.
In witness hereof, the parties have signed this Agreement the day and year written here below.
________________________ ________________________________
Date LYLE M. PAGE
PEOPLES BANK OF BILOXI
BILOXI, MISSISSIPPI
________________________ ________________________________
Date Title
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THE PEOPLES BANK, BILOXI, MISSISSIPPI
BILOXI, MISSISSIPPI
DIRECTORS DEFERRED INCOME AGREEMENT
This Agreement is effective on the 1st day of January, 1991, by and between THE PEOPLES BANK, BILOXI, MISSISSIPPI Biloxi, Mississippi (the "Bank") and LYLE M. PAGE (the "Director").
WITNESSETH:
WHEREAS, the Bank recognizes that the competent and faithful efforts of the Director on behalf of the Bank have contributed significantly to the success and growth of the Bank;
WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and recognizes the Director's services will substantially contribute to the continued growth and profits in the future;
WHEREAS, the Bank desires to compensate the Director and retain the services of the Director if re-elected to serve on the Board of Directors;
WHEREAS, the Director, in consideration of the foregoing, agrees to continue to serve as a Director, if re-elected; and
WHEREAS, the Director has agreed to defer receipt of fees to be earned in the future.
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NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE 1. DEFINITIONS
For the purposes of this Agreement, whenever the context so indicates, the capitalized terms shall have the following meanings:
Beneficiary: The person or persons designated by the Director who
may become entitled to receive the Compensation
payable under Article 3 and Article 4 of this
Agreement (See Article 8).
Deferral Period: The sixty (60) month period which commenced on the
date shown on the Addendum to this AGREEMENT. An
Election to Participate Form signed by the Director
is included and made a part of this Agreement.
ARTICLE 2. DEFERRAL OF FEES
The Director has elected to defer receipt of Director's fees to be earned during the Deferral Period. Once the Director has executed the Election to Participate Form, a subsequent increase in the Director's fees payable due to an increase in the fee structure shall also be deferred under the provisions of this Agreement, unless the Director directs the Secretary in writing within 10 days after notification of the increase and prior to the right to receive the additional fees that such additional fees are not to be deferred. If Director fees are increased or decreased during the Deferral Period, the Compensation payable under Article 3 and Article 4 shall be actuarially determined and evidenced by the Addendum to this Agreement.
ARTICLE 3. COMPENSATION
The Bank agrees to pay Director, if living, and if not, then to the designated Beneficiary, the Annual Compensation as
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shown in the Addendum to this Agreement. Annual Compensation is to be paid in monthly payments, for a total of one hundred twenty (120) consecutive payments, commencing on the first business day of the month following the date upon which the Director attains the age of 65, or upon Director's death if such shall occur before the payments have commenced. The payments may be accelerated or paid in a lump sum at the request of the Director and subject to the Board's discretion. Accelerated payments are to be actuarially determined to be of substantially the same value as payments made under the terms of this Article using the current Pension Benefit Guaranty Corporation interest rate for valuing immediate annuities. However, in any event, Compensation payable under this Article 3 and the Addendum to this Agreement shall be adjusted as provided by the provisions of Article 5.
ARTICLE 4. DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS
If the Director dies after the beginning of payments, but prior to receiving the full one hundred twenty (120) payments, the Bank shall continue to pay such payments to the Director's Beneficiary until the total number of payments made to the Director and the Beneficiary equal one hundred twenty (120).
ARTICLE 5. BENEFIT REDUCTION CLAUSE
If the Director shall terminate service on the Board during the Deferral Period, the Compensation provided under this Agreement will be reduced pro rata by the amount of time remaining in the Deferral Period.
ARTICLE 6. STATUS OF AGREEMENT
This Agreement does not constitute a contract of employment between the parties, nor shall any provision of
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this Agreement restrict the right of the Bank's shareholders to replace the Director or the right of the Director to terminate service on the Board.
ARTICLE 7. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the parties hereto and upon the successors and assigns of the Bank, and upon the heirs and legal representatives of the Director.
ARTICLE 8. BENEFICIARY DESIGNATION
While covered under this Agreement, the Director may from time to time designate, in writing, any person or entity, contingently or successively to whom the Bank shall pay the Director's compensation in the event of the Director's death. If the Director fails to designate a Beneficiary or if the Beneficiary predeceases the Director, then benefits are payable to the Director's estate. If the Beneficiary dies before complete distribution of the Director's benefits, then the Bank shall pay the Director's Compensation to the Beneficiary's estate.
ARTICLE 9. INCOMPETENCY
If the Bank shall find that any person to whom any payment is payable under this Agreement is unable to care for his or her affairs because of illness or accident, or is a minor, any payment due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, a brother or sister, or a custodian determined pursuant to the Uniform Gift to Minors Act, or to any person deemed by the Bank to have incurred expense for
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such person otherwise entitled to payment, in such manner and proportions as the Bank may determine. Any such payment shall be a complete discharge of the liabilities of the Bank under this Agreement.
ARTICLE 10. ASSIGNMENT OF RIGHTS
None of the rights to Compensation under this Agreement are assignable by the Director or any Beneficiary or designee of the Director, and any attempt to anticipate, sell, transfer, assign, pledge, encumber, or change the Director's right to receive Compensation shall be void.
ARTICLE 11. NAMED FIDUCIARY
(a) The Bank is hereby designated as the Named Fiduciary under
this Agreement. The Named Fiduciary shall have authority to control and
manage the operation and administration of this Agreement, and it shall be
responsible for establishing and carrying out a funding policy and