Exhibit 10.84
WILSON BANK & TRUST
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (“Plan”) is adopted as of this 19th day November, 2018 (the “Effective Date”) by Wilson Bank & Trust, a Tennessee corporation (the “Employer” or the “Bank”) for the benefit of TAYLOR WALKER (the “Executive”). The purpose of the Plan is to provide certain supplemental nonqualified pension benefits to certain executives who have contributed substantially to the success of the Employer and the Employer desires to incentivize the executives to continue in its employ.
This Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Sections 201(2), 301(a)(3), and 401(a)(1). This Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements thereof.
ARTICLE 1
DEFINITIONS
Whenever used in this Plan, the following terms have the meanings specified:
Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Employer, provided that the definition of disability applied under such disability insurance program complies with the requirements of Section 409A.Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination.
ARTICLE 2
DEFERRED COMPENSATION AND VALUATION OF ACCOUNT
ARTICLE 3
RETIREMENT AND OTHER BENEFITS
ARTICLE 4
BENEFICIARIES
ARTICLE 5
GENERAL LIMITATIONS
In addition, Employer and its successors retain the legal right to demand the return of any payment made hereunder which constitutes a “golden parachute payment” within the meaning of Section 1828(k) or implementing regulations of the FDIC should Employer or its successors later obtain information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4).
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
(a) Initiation - Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within sixty (60) days after the notice was received by the claimant. All other claims must be made within one hundred eighty (180) days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant.
(b) Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90)-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
(c) Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(i) The specific reasons for the denial,
(ii) A reference to the specific provisions of the Plan on which the denial is based,
(iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,
(iv) An explanation of the Plan’s review procedures and the time limits applicable to such procedures, and
(v) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
(a) Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.
(b) Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.
(c) Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
(d) Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60)-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
(e) Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
(i) The specific reasons for the denial,
(ii) A reference to the specific provisions of the Plan on which the denial is based,
(iii) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and
(iv) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).
(f) Claims Criteria. All claim determinations under this Section 6 shall be made in accordance with Section 409A of the Code and the Regulations thereunder.
ARTICLE 7
MISCELLANEOUS
ARTICLE 8
ADMINISTRATION OF AGREEMENT
This Supplemental Executive Retirement Plan Agreement is hereby adopted as of the date written above.
THE EXECUTIVE: |
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| WILSON BANK & TRUST |
/s/ Taylor Walker |
| By: | /s/ John C. McDearman III |
TAYLOR WALKER |
| Title: | President |
BENEFICIARY DESIGNATION
WILSON BANK & TRUST
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
I, TAYLOR WALKER, designate the following as Beneficiary of any death benefits under the Wilson Bank & Trust Supplemental Executive Retirement Plan:
Primary: |
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Contingent: |
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Note: To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.
I understand that I may change these Beneficiary designations by filing a new written designation with the Employer. I further understand that the designations will be automatically revoked if the Beneficiary predeceases me, or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.
Signature: | /s/ Taylor Walker |
| TAYLOR WALKER |
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Date: | 11-26-2018 |
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Accepted by the Employer this 26 day of November, 2018.
By: | /s/ John C. McDearman III |
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Print Name: | John C. McDearman III |
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Title: | President |