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Employee Severance Pay Plan

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Sectors: Banking
Governing Law: Tennessee, View Tennessee State Laws
Effective Date: October 31, 1997
Related Agreement Types:
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Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997


C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997


TABLE OF CONTENTS
-----------------
PAGE
----


ARTICLE I - PURPOSE AND SCOPE..................................................1
1.1 Purpose of Plan.....................................1
1.2 Plan Status.........................................1


ARTICLE II - DEFINITIONS.......................................................1
2.1 "Administrator".....................................1
2.2 "Affiliate".........................................1
2.4 "Claim Form"........................................2
2.7 "Company"...........................................2
2.9 "Eligible Employee".................................2
2.11 "ERISA".............................................3
2.12 "Independent Contractor"............................3
2.14 "Part-time Employee"................................3
2.15 "Plan"..............................................3
2.16 "Plan Year".........................................3
2.18 "Regular Employee"..................................3
2.19 "Severance Benefits"................................3
2.20 "Termination Date"..................................3
2.21 "Termination for Cause".............................3
2.22 "Termination Upon Natural Disaster".................4
2.23 "Temporary Employee"................................4
2.24 "Years of Service"..................................4
2.25 "Weekly Rate of Pay"................................4


ARTICLE III - ELIGIBLE EMPLOYEES...............................................4


ARTICLE IV - SEVERANCE BENEFITS................................................5
4.1 Requirements for Severance Benefits.................5
4.2 Amount of Severance Benefits........................5


ARTICLE V - PAYMENT OF SEVERANCE BENEFITS......................................6
5.1 Severance Benefits..................................6
5.2 Processing of Severance Payments....................6
5.3 Deductions From Severance Benefits..................6
5.4 Severance Benefits Are Not Compensation
for Other Benefits..................................7
5.5 Payment after Death.................................7


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ARTICLE VI - CLAIMS AND APPEAL PROCEDURES......................................7


ARTICLE VII - PLAN ADMINISTRATION..............................................8
7.1 In General..........................................8
7.2 Reimbursement and Compensation......................8
7.3 Rulemaking Powers...................................9


ARTICLE VIII - AMENDMENT AND TERMINATION.......................................9


ARTICLE IX - MISCELLANEOUS INFORMATION.........................................9
9.1 Limitation of Rights................................9
9.2 Governing Law.......................................9
9.3 Severability........................................9
9.4 Captions............................................9
9.5 Gender and Numbers.................................10
9.6 Spendthrift Provision..............................10
9.7 Mistaken Payments..................................10
9.8 Information Requested..............................10


ii


C B & T, Inc.
EMPLOYEE SEVERANCE PAY PLAN
As Effective October 31, 1997


WHEREAS, C B & T, Inc. (the "Company") wishes to establish the C B & T, Inc. Severance Pay Plan effective October 31, 1997 to provide certain severance benefits to eligible persons under the terms and conditions provided therein; and


NOW, THEREFORE, the Company hereby establishes the C B & T, Inc. Severance Pay Plan ("Plan") effective October 31, 1997 to provide certain severance benefits to eligible persons under the terms and conditions provided herein.


ARTICLE I - PURPOSE AND SCOPE


1.1 Purpose of Plan. The Company has established and maintains the Plan as a severance program in connection with the potential Change of Control of the Company (as defined in Section 2.5). The purpose of this Plan is to provide to Eligible Employees certain Severance Benefits under the terms and conditions specified in Article IV of the Plan and to provide financial security to Eligible Employees who suffer a permanent job loss due to a Change of Control. No other employee of the Company or any other person shall have any right to benefits under this Plan.


1.2 Plan Status. The Company intends for the Plan to qualify as an "employee welfare benefit plan" within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan shall, at all times, be interpreted and administered in accordance with ERISA and any other pertinent provisions of Federal law.


ARTICLE II - DEFINITIONS


Wherever used herein, the following terms have the following meanings unless the context clearly requires a different meaning:


2.1 "Administrator" means the Company or such other person or committee as may be appointed from time to time by the Company to supervise the administration of the Plan. The Administrator will be the named fiduciary for purposes of section 402(a)(1) of ERISA with respect to all duties and powers assigned to the Administrator hereunder and will be responsible for complying with all reporting and disclosure requirements of Part I of Subtitle B of Title I of ERISA.


2.2 "Affiliate" means any of the following for the Company: the Company and (i) a member of a controlled group of corporations of which the Company is a member, or (ii) an unincorporated trade or business which is under common control with the Company as determined in accordance with Code Section 414(c) and regulations issued thereunder. Subject to Code Section 415(h), a "controlled group of corporations" shall mean a controlled group of corporations as defined in Code Section 414(b). The definition of an "Affiliate" of the Purchaser will be the same, except to the extent of substituting "Purchaser" for "Company" for purposes of this Definition only.


1


2.3 "Annual Rate of Pay" means an Eligible Employee's Compensation calculated on an annual basis.


2.4 "Claim Form" means the claim form attached as Attachment A or any other form designated by the Administrator in its sole and absolute discretion to be completed by an Eligible Employee to claim Severance Benefits under the Plan. The Administrator in its exclusive discretion shall decide the required content of the Claim Form and may modify such content as its deems appropriate in its exclusive discretion from time to time.


2.5 "Change of Control" shall be deemed to have occurred in any of the following instances:


a. the Company or the Bank is merged or consolidated with another
corporation and as a result of such merger or consolidation less than
fifty percent (50%) of the outstanding voting securities (on a fully
diluted basis) of the surviving or resulting corporation are owned in
the aggregate by the former shareholders of the Company;


b. the Company or the Bank sells all or substantially all of its assets
to another corporation; or


c. there is an acquisition of fifty percent (50%) or more of the
outstanding voting securities of the Company or the Bank pursuant to
any transaction or combination of transactions by any person or group
within the meaning of the Securities Exchange Act of 1934, as amended.


2.6 "Compensation" means the Eligible Employee's base salary or base rate of pay at his Termination Date, excluding any extraordinary or premium pay such as shift differentials, bonuses, commissions, incentive payments, benefits, car allowances, or overtime compensation. The Administrator shall determine the Eligible Employee's Compensation and its determination shall be binding and conclusive on all persons.


2.7 "Company" means C B & T, Inc. and its U.S. subsidiaries or any successor thereto, which elects to continue the Plan.


2.8 "Effective Date of a Change of Control" means the effective date of a Change of Control, as defined in Section 2.5.


2.9 "Eligible Employee" means an individual who the Administrator determines to be qualified as an Eligible Employee under the terms and conditions specified in Article III of the Plan as it shall be amended from time to time. Only Eligible Employees who satisfy all applicable terms and conditions of the Plan may receive Severance Benefits.


2


2.10 "Executive Officer" means an individual who is a senior vice president or above as of October 31, 1997.


2.11 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.


2.12 "Independent Contractor" means an individual contracted for a specific assignment that is of specific duration. A verbal or written contract may be in effect.


2.13 "Monthly Rate of Pay" means an Eligible Employee's Compensation calculated on a monthly basis.


2.14 "Part-time Employee" means a person whose work week is regularly scheduled to be less than thirty hours a week.


2.15 "Plan" means the C B & T, Inc. Employee Severance Pay Plan as set forth herein, together with any amendments and attachments hereto as shall be adopted from time to time.


2.16 "Plan Year" means the twelve-month period that begins on each January 1, and ends on the following December 31.


2.17 "Purchaser" means the survivor of any merger, the resulting company of any consolidation, or the purchaser of stock or assets in a Change in Control as defined in Section 2.5.


2.18 "Regular Employee" means an individual who (a) was hired by the Company to perform services as a regular common law employee (whose employment is not the subject of any type of collective bargaining agreement) on a full-time basis in a position that the Company expected to be continuous in nature and who was an employee of the Company on October 31, 1997, (b) who was continuously employed by the Company from October 31, 1997 until his Termination Date; (c) who was performing services on a full-time basis as a regular common law employee of the Company or a Purchaser of the Company on his Termination Date provided that the
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