EXHIBIT 10
MATERIAL CONTRACTS:
DIRECTORS DEFERRED COMPENSATION PLAN AND FORM OF AGREEMENT
DIRECTORS'
DEFERRED FEE PLAN
OF
THE CITIZENS BANK OF PHILADELPHIA, MS.
THE CITIZENS BANK OF PHILADELPHIA, MS.
TABLE OF CONTENTS
Article Subject Page
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I Definitions and Construction 1
II Eligibility and Participation 3
III Death Benefit 4
IV Deferred Termination Benefit 4
V Beneficiary 5
VI Leave of Absence 5
VII Source of Benefits 6
VIII Termination of Relationship 6
IX Termination of Participation 7
X Termination, Amendment,
Modification, or Supplement of Plan 7
XI Reorganization 8
XII Change in Voting Control 8
XIII Other Benefits and Agreements 8
XIV Restrictions on Alienation of Benefits 9
XV Administration of the Plan 9
XVI Adoption of Plan by Subsidiary, Affiliated or
Associated Companies 10
XVII Miscellaneous 10
Plan Agreement I-1
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DIRECTORS'
DEFERRED FEE PLAN
OF
THE CITIZENS BANK OF PHILADELPHIA, MS.
PURPOSE AND EFFECTIVE DATE
The purpose of the Directors' Deferred Fee Plan of The Citizens Bank of
Philadelphia, MS. is to provide specified benefits to Directors who contribute
materially to the continued growth, development and future business success of
The Citizens Bank of Philadelphia, MS. It is the intention of The Citizens Bank
of Philadelphia, MS. that this program and the individual plans established
hereunder be administered as unfunded welfare benefit plans established for
Directors of the Bank. The Effective Date of this Plan is September 1, 1986.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.1 Definitions. For purpose of this Plan, the following phrases or terms shall
have the following indicated meanings unless otherwise clearly apparent from the
context:
(a) "Beneficiary" shall mean the person, persons, or estate of a
Participant, entitled to receive any benefits subsequent to the death of a
Participant under a Plan Agreement entered into in accordance with the terms of
this Plan.
(b) "Beneficiary Designation" shall mean the form of written agreement,
attached hereto as Annex 11, by which the Participant names the Beneficiary(ies)
of the Plan.
(c) "Board of Directors" shall mean the Board of Directors of The Citizens
Bank of Philadelphia, MS unless otherwise indicated or the context otherwise
requires.
(d) "Committee" shall mean the Administrative Committee appointed to manage
and administer the Plan and individual Plan Agreements in accordance with the
provisions of Article XV hereof.
(e) "Bank" shall mean The Citizens Bank of Philadelphia, MS and any
Subsidiary that duly adopts the Plan as provided in Article XVI hereof. Where
the context dictates, the term "Bank" as used herein refers to the particular
Bank that has entered into a Plan Agreement with a particular Participant.
(f) "Moody's Average Corporate Bond Rate" shall mean the Monthly Average of
the Composite Yield on Seasoned Corporate Bonds as published by Moody's
Investors Services, Inc. or its successor as stated for the month of October
preceding January 1, 1986. Such rate shall then be determined annually in
accordance with the average rate for the October preceding January 1 of each
year during the term of the Plan.
If the above mentioned "Monthly Average" is no longer published, a
substantially similar average will be used.
(g) "Director" shall mean any person who is associated as a Director or as
a member of the Advisory Board of Directors with the Bank.
(h) "Participant" shall mean a Director who is selected and elects to
participate in the Plan through the execution of a Plan Agreement in accordance
with the provisions of Article IL.
(i) "Plan" shall mean the Directors' Deferred Fee Plan of The Citizens Bank
of Philadelphia, MS. as amended from time to time.
(j) "Plan Agreement" shall mean the form of written agreement, attached
hereto as Annex 1, which is entered into from time to time by and between the
Bank and a Director selected to become a Participant as a condition to
participation in the Plan. Each Plan Agreement executed by a Participant shall
provide for the entire benefit to which such Participant is entitled under the
Plan, and the Plan Agreement bearing the latest date shall govern such
entitlement.
(k) "Subsidiary" shall mean any business organization in which The CITIZENS
BANK OF PHILADELPHIA, MS., directly or indirectly, owns an interest, excluding
ownership interests THE CITIZENS BANK OF PHILADELPHIA, MS. may hold in their
fiduciary capacities as trustee or otherwise, and any other business
organization that the Board of Directors designates as a Subsidiary for purposes
of this Plan.
(l) "Deferrals" shall be those amounts as set forth in Article II and the
Participant's Plan Agreement and any additional amounts as mutually agreeable
between the Participant and the Committee.
(m) "Parent" shall mean any corporation, partnership, association or person
which at any time owns 50% or more of the voting shares of the Bank or its
assigns or successors.
(n) "Deferred Termination Benefit" shall mean the amount of a Participant's
benefit as specified in Article IV of this Plan and in the Participant's
individual Plan Agreement.
(o) "Effective Date" shall mean the date specified as the Effective Date in
this Plan and the Participant's Plan Agreement.
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1.2 Construction. The masculine gender when used herein shall be deemed to
include the feminine gender, and the singular may include the plural unless the
context clearly indicates to the contrary. The words "hereof", "herein",
"hereunder", and other similar compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or section. Whenever the
words "Article" or "Section" are used in this Plan, or a cross-reference to an
"Article" or "Section" is made, the Article or Section referred to shall be an
Article or Section of this Plan unless otherwise specified.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. In order to be eligible for participation in the Plan, a
Director must be selected by the Committee. The Committee, in its sole and
absolute discretion, shall determine eligibility for participation in accordance
with the purposes of the Plan.
2.2 Participation. After being selected by the Committee to participate in this
Plan, a Director shall, as a condition precedent to participation herein,
complete and return to the Committee a duly executed Plan Agreement electing to
participate herein and agreeing to the terms and conditions thereof, and by the
execution of such Plan Agreement a Participant shall agree that all amounts
deferred thereby shall be irrevocably deferred and that in lieu thereof the
Participant shall be entitled solely to the benefits provided under this Plan.
Such Plan Agreement shall be completed and returned to the committee at the time
specified by the Committee.
2.3 Amount of Participant Deferral and Payments. In consideration for the Death
Benefit and Deferred Termination Benefit selected in Participant's Plan
Agreement, each Participant shall defer an amount of his or her compensation or
make payments to the Bank in such amounts and at such times as shall be
specified in his or her Plan Agreement. If a Participant is authorized to take a
leave of absence from his or her relationship or is disabled, the Participant
shall be required to make payments to the Bank in order to maintain his or her
Plan Agreement in force. A Participant's obligation to defer an amount of his or
her compensation in accordance with this Section 2.3 or to make the payments
otherwise required shall be stated in his or her Plan Agreement, shall commence
on the Effective Date, and shall continue thereafter during the term of his or
her Plan Agreement for the period of time set forth in such Plan Agreement.
2.4 Time and Manner of Deferring or Making Payments. A Participant shall, in his
or her Plan Agreement, authorize the Bank to defer an amount of such
Participant's compensation equal to the amount specified pursuant to Section
2.3. A Participant who is on authorized leave of absence or is disabled, and is
therefore required to make the payments shall make such payments at such time
and in such manner as the Bank shall provide.
2.5 Participant Deferrals and Payments - Use and Forfeitability. The amount of
each Participant's compensation deferred pursuant to Sections 2.3 and 2.4 shall
be and remain solely the property of the Bank and the amount collected by the
Bank pursuant to
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Sections 2.3 and 2.4 from each Participant shall be and become solely the
property of the Bank, and a Participant shall have no right thereto, nor shall
the Bank be obligated to use such amounts in any specific manner. Except as
provided in Article IV, if a Participant's death occurs under circumstances
other than those specified in Section 3.1 or 3.2, no benefit shall be payable
hereunder or under his or her Plan Agreement to his or her Beneficiary or any
other person or entity on his or her behalf, and any payments made by such
Participant under Sections 2.3 and 2.4 shall be forfeited.
2.6 Participant's Payments. In the event there is a Reorganization as defined
under Article XI, or a "Change in Control" as defined in Section 10.4(b) or a
"Change in Voting Control" as defined in Section 12.2 (collectively referred to
as "Sale"), and the Sale occurs on or after the Effective Date, and either
immediately before or after such Sale the Participant ceases to be a Director
("Former Director"), then the Former Director may make monthly payments to the
Bank in an amount equal to the Deferrals that would have otherwise been made had
the Former Director not ceased to be a Director and the Former Director shall be
entitled to all the benefits under this Plan and as specified in his Plan
Agreement as if he had remained a Director.
ARTICLE III
DEATH BENEFIT
3.1 Amount and Payment of Death Benefit. Upon the Participant's death, if the
Plan is in effect at that time, the Bank will pay or cause to be paid a Death
Benefit to such Participant's Beneficiary. The said Death Benefit shall be set
forth in the Plan Agreement payable monthly for the next one hundred and twenty
(120) months. Such payments shall commence effective the first day of the month
following the date of death.
Notwithstanding the immediately preceding paragraph of this Section 3.1, the
Bank will pay or cause to be paid the Death Benefit specified therein only if:
(a) At the time of the Participant's death such Participant was a Director
and all Deferrals and payments required to be made by such Participant under
Sections 2.3 et seq., and as specified in his Plan Agreement, have been made, or
(b) The Participant's Plan Agreement had been kept in force throughout the
period commencing on the date of such Plan Agreement and ending on the date of
his or her death; and
(c) The Participant's death was due to causes other than suicide within two
(2) years of the date of his or her original Plan Agreement or within two (2)
years of the date of any amendment to his or her Plan Agreement or any
subsequent Plan Agreement resulting from additional Death Benefits granted; but
the Participant's suicide shall relieve the Bank only of its
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obligation to pay that portion of the Death Benefit that was granted within two
(2) years prior to the date of such suicide; and
(d) The Participant's death is determined not to be from a bodily or mental
cause or causes, information about which was withheld, or knowingly concealed,
or falsely provided by the Participant when requested by the Bank to furnish
evidence of good health upon the Participant's enrolling in the Plan or upon an
application for an increase in benefits because of an increase in Death
Benefits; and
(e) Proof of death in such form as determined acceptable by the Committee
is furnished.
3.2 Completion of Deferrals or Payments. Notwithstanding any provision in this
Plan except for (c), (d), and (e) of Section 3.1, a Participant shall be
entitled to the Death Benefit specified in his or her Plan Agreement provided
the Participant has completed all Deferrals and other payments required under
this Plan.
ARTICLE IV
DEFERRED TERMINATION BENEFIT
4.1 Deferred Termination Benefit. In the event a Participant ceases to be a
Director, other than by reason of death, prior to completion of his or her
Deferrals, the Bank shall pay or cause to be paid a Deferred Termination Benefit
to the Participant's Beneficiary upon the Participant's death. Said benefit
shall be determined by improving the Participant's Deferrals by the rate
specified in the Participant's Plan Agreement, as compounded on an annual basis,
with such amount being calculated from the date of entry until the time
Participant ceases being a Director. That amount will continue to be improved by
the rate specified in the Participant's Plan Agreement until the payments are
initiated. That amount will then be improved by the rate specified in the
Participant's Plan Agreement as compounded on an annual basis until the benefit
is completed, ten (10) years from the initiation of said Benefit, payable in
monthly installments. If Participant's Beneficiary shall die before receipt of
one hundred and twenty (120) installments, said amount shall be continued as set
forth in the Beneficiary Designation until the balance of one hundred and twenty
(120) payments have been made.
It is further stipulated that the minimum interest rate at which the Deferrals
will accrue is the rate specified in each Participant's Plan Agreement.
4.2 The Committee, in its sole and absolute discretion, may permit Participant's
Beneficiary to receive in lieu of those benefits as set forth in Sections 3.1
and 4.1, his or her current account balance as set forth in Section 4.1 as of
the date payments are first initiated under Section 4.1 or in the event 3.1
applies the lump sum benefit as specified in the Plan Agreement. In order to
qualify for the lump sum benefit the Beneficiary shall make a written request to
the Committee within 30 days after the Participant's death. The Committee shall
make a written response to the Beneficiary, in writing, within ten (10) days
after receipt of the request.
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ARTICLE V
BENEFICIARY
A Participant shall designate his or her Beneficiary to receive benefits
under the Plan and his or her Plan Agreement by completing the Beneficiary
Designation. If more than one Beneficiary is named, the shares and/or precedence
of each Beneficiary shall be indicated. A Participant shall have the right to
change the Beneficiary by submitting to the Committee a new Beneficiary
Designation. The Beneficiary Designation must be approved in writing by the
Bank; however, upon the Bank's acknowledgment of approval, the effective date of
the Beneficiary Designation shall be the date it was executed by the
Participant. If the Bank has any doubt as to the proper Beneficiary to receive
payments hereunder, it shall have the right to withhold such payments until the
matter is finally adjudicated. Any payment made by the Bank in good faith and in
accordance with the provisions of this Plan and a Participant's Plan Agreement
and Beneficiary Designation shall fully discharge the Bank from all further
obligations with respect to such payment.
ARTICLE VI
LEAVE OF ABSENCE
6.1 Required Payments. If a Participant is authorized by the Bank for any
reason, including military, medical or other, to take a leave of absence, such
Participant shall be required to make payments in order to maintain his or her
Plan Agreement in force. Such required payments shall be an amount equal to the
amount of the Participant's compensation that is to be deferred under the terms
of his or her Plan Agreement. A Participant required to make payments under this
Section 6.1 shall continue making such required payments until the earlier of
(i) the date he or she returns to his or her duties following a leave of
absence, or (ii) the effective date that he or she enters into a new Plan
Agreement.
6.2 Failure to Make Required Payments. Failure to make payments required by
Section 6.1 shall cause Participant's Plan Agreement to terminate without the
necessity of any notice from either party to the other. From and after such
termination, except as provided in Section 4.1 hereof, neither party shall have
any further obligation to the other party under this Plan or such Plan
Agreement.
ARTICLE VII
SOURCE OF BENEFITS
7.1 Benefits Payable from General Assets. Amounts payable hereunder shall be
paid exclusively from the general assets of the Bank, and no person entitled to
payment hereunder shall have any claim, right, security interest, or other
interest in any fund, trust, account, or other asset of the Bank that may be
looked to for such payment. The Bank's liability for the payment of benefits
hereunder shall be evidenced only by this Plan and each Plan Agreement entered
into between the Bank and a Participant.
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7.2 Investments to Facilitate Payment of Benefits. Although the Bank is not
obligated to invest in any specific asset or fund in order to provide the means
for the payment of any liabilities under this Plan, the Bank may elect to do so
and, in such event, no Participant shall have any interest whatever in such
asset or fund. As a condition precedent to the Bank's obligation to provide any
benefits, including incremental increases in benefits, under this Plan, the
Participant shall, if so requested by the Bank, provide evidence of insurability
at standard and other rates, in such amounts, and with such insurance carrier or
carriers as the Bank may require, including the results and reports of previous
Bank and other insurance carrier physical examinations, taking such additional
physical examinations as the Bank may request, and taking any other action that
the Bank may request. If a Participant is requested to and does not or cannot
provide evidence of insurability as specified in the immediately preceding
sentence, then the Bank shall have no further obligation to such Participant
under this Plan, and such Participant's. Plan Agreement shall terminate, except
as to benefits previously granted. Notwithstanding the foregoing, if a
Participant cannot provide evidence of insurability at standard rates or for the
amounts initially contemplated in connection with his or her participation in
the Plan, the Bank may, at its discretion, permit the Participant to participate
herein for such benefits and upon such deferral of his or her compensation as
the Bank may, in its sole discretion, deem appropriate.
7.3 Bank Obligation. The Bank shall have no obligation of any nature whatsoever
to a Participant under this Plan or a Participant's Plan Agreement, except
otherwise expressly provided herein and in such Plan Agreement.
7.4 Withholding of Information, Etc. If, in connection with a Participant's
enrolling in or applying for incremental benefit increases under the Plan, the
Bank requests the Participant to furnish evidence of insurability, the
Participant dies, and it is determined that the Participant withheld, knowingly
concealed, or knowingly provided false information about the bodily or mental
condition or conditions that caused the Participant's death, the Bank shall have
no obligation to provide the benefits contracted for on the basis of such
withholding, concealment, or false information.
ARTICLE VIII
TERMINATION OF RELATIONSHIP
Neither this Plan nor a Participant's Plan Agreement, either singly or
collectively, in any way obligate the Bank to continue the relationship of a
Participant with the Bank nor does either limit the right of the Bank at any
time and for any reason to terminate the Participant's relationship. Termination
of a Participant's relationship with the Bank for any reason, whether by action
of the Bank, shall immediately terminate his or her participation in this Plan
and his or her Plan Agreement, and all further obligations of either party
thereunder, except as may be provided in Section 4.1. In no event shall this
Plan or a Plan Agreement, either singly or collectively, by their terms or
implications constitute an employment contract of any nature whatsoever between
the Bank and a Participant.
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ARTICLE IX
TERMINATION OF PARTICIPATION
9.1 Termination of Participation - General. A Participant reserves the right to
terminate his or her participation in this Plan and his or her Plan Agreement
at his or her election at any time by giving the Committee written notice of
such termination not less than 30 days prior to an anniversary date of the date
of execution of his or her Plan Agreement. A Participant's termination shall be
effective as soon as administratively convenient after such anniversary date.
9.2 Rights After Termination of Participation. Participants who elect to
terminate participation in the Plan before their Deferrals are completed will be
entitled to the same benefits as a Participant who ceases to be a Director as
described in Section 4.1. Such Participants will not be entitled to a Death
Benefit under Article III.
ARTICLE X
TERMINATION, AMENDMENTS, MODIFICATION OR SUPPLEMENT OF PLAN
10.1 The Bank reserves the right to terminate this Plan, subject to specific
restriction on this right as stipulated in Section 10.4 hereof.
10.2 The Bank reserves the right to totally or partially amend, modify or
supplement this Plan at any time, subject to the specific restriction on this
right as stipulated in Section 10.4 hereof.
10.3 The Bank reserves the right to terminate the Plan Agreement of any
Participant, subject to the specific restriction on this right as stipulated in
Section 10.4 hereof.
10.4 (a) Neither the Bank, nor any successor or assignee of the Bank may take
any of the actions provided in Section 10.1, 10.2, or 10.3 of this Article X
within a period of one hundred twenty (120) months from the point in time that a
"Change in Control" of the Bank takes place, as such term is defined in Section
10.4(b), below.
(b) A "Change in Control" of the Bank shall be deemed to have occurred if
the persons who were the Directors of the Bank immediately before a tender
offer, exchange offer, merger, consolidation, sale of assets, or any combination
of said transactions shall cease to constitute a majority of the Board of
Directors of the Bank or of any Parent of or successor to the Bank subsequent to
the completion of such a transaction.
(c) Notwithstanding any other provision in this Plan neither the Bank nor
any successor or assignee of the Bank may take any actions provided in Sections
10.1, 10.2 or 10.3 of this Article X on or after the completion of the Deferrals
as provided in this Plan or the Participant's Plan Agreement unless requested to
do so by the Participant.
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10.5 The right to terminate, amend, modify, or supplement the Plan or terminate
any Plan Agreement shall be exercised for the Bank by the Committee.
10.6 No action to terminate, amend, modify or supplement the Plan or terminate
any Plan Agreement shall be taken except upon written notice to each Participant
to be affected thereby not less than 30 days prior to such action.
10.7 The Committee shall take no action to terminate the Plan or a Plan
Agreement with respect to a Participant or Participant's Beneficiary after
entitlement to any benefits pursuant to Article III or Article IV of the Plan
has occurred.
10.8 (a) Upon termination of this Plan as herein provided, the Bank shall, as a
minimum provide a benefit to each person who is a Participant at the time of
such Plan termination equal to that determined in accordance with the provisions
of Section 4.1.
(b) In no event shall any Plan modification permitted hereunder provide a
benefit less than that which would be provided by Section 10.8(a), above.
(c) In the event the Bank provides the benefits under this Section 10.8 in
the event of Plan termination, no party shall have any further obligation under
this Plan or any Plan Agreement.
(d) The provisions of this Section 10.8 shall not be deemed to permit
termination or modification within the time period during which such actions are
prohibited under Section 10.4 hereof.
ARTICLE XI
REORGANIZATION
In the event the Bank or any Parent of or successor to the Bank shall be
merged, consolidated, reorganized, or substantially sells all of its assets to
another corporation, firm, or person and such corporation, firm, or person takes
such action to terminate this Plan, the Participants will be entitled, at a
minimum, to those benefits as described in Section 4.1.
ARTICLE XII
CHANGE IN VOTING CONTROL
12.1 In the event there is an acquisition of Voting Control of the Bank or any
Parent of or successor to the Bank and subsequently action is taken to terminate
this Plan, the Participants will be entitled, at a minimum, to those benefits as
described in Section 4.1.
12.2 "Voting Control" for purposes of this Article means the ownership of 50% or
more of the voting shares of the Bank, or any Parent of or successor to the
Bank.
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ARTICLE XIII
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant and his or her Beneficiary
hereunder and under such Participant's Plan Agreement are in addition to any
other benefits available to such Participant under any other program or plan of
the Bank for its Directors, and, except as may otherwise be expressly provided
for, this Plan and Plan Agreements entered into hereunder shall supplement and
shall not supersede, modify, or amend any other program or plan of the Bank or a
Participant. Moreover, benefits under this Plan and Plan Agreements entered into
hereunder shall not be considered compensation for the purpose of computing
deferrals or benefits under any plan maintained by the Bank that is qualified
under Section 401 (a) of the Internal Revenue Code of 1954, as amended.
ARTICLE XIV
RESTRICTIONS ON ALIENATION OF BENEFITS
No right or benefit under this Plan or a Plan Agreement shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
the same shall be void. No right or benefit hereunder or under any Plan
Agreement shall in any manner be liable for or subject to the debts, contract,
liabilities, or torts of the person entitled to such benefit. If any Participant
or Beneficiary under this Plan or a Plan Agreement should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any
right to a benefit hereunder or under any Plan Agreement, then such right or
benefit shall, in the discretion of the Committee, terminate, and, in such
event, the Committee shall hold or apply the same or any part thereof for the
benefit of such Participant or Beneficiary, his or her spouse, children, or
other dependents, or any of them, in such manner and in such portion as the
Committee, in its sole and absolute discretion, may deem proper.
ARTICLE XV
ADMINISTRATION OF THIS PLAN
15.1 Appointment of Committee. The general administration of this Plan, and any
Plan Agreements executed hereunder, as well as construction and interpretation
thereof, shall be vested in the Committee, the number and members of which shall
be designated and appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. Any such member of the Committee may resign
by notice in writing filed with the secretary of the Committee. Vacancies shall
be filled promptly by the Board of Directors, but any vacancies remaining
unfilled for ninety days may be filled by a majority vote of the remaining
members of the Committee. Each person appointed a member of the Committee shall
signify his or her acceptance by filing a written acceptance with the Secretary
of the Committee.
15.2 Committee Officials. The Board of Directors shall designate one of the
members of the Committee as chairman and shall appoint a secretary who need not
be a member of the Committee. The Secretary shall keep minutes of the
Committee's proceedings and all data, records and documents relating to the
Committee's administration of this Plan and any Plan
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Agreements executed hereunder. The Committee may appoint from its number such
subcommittees with such powers as the Committee shall determine and may
authorize one or more of its members or any agent to execute or deliver any
instrument or make any payment on behalf of the Committee.
15.3 Committee Action. All resolutions or other actions taken by the Committee
shall be by the vote of a majority of those present at a meeting at which a
majority of the members are present, or in writing by all the members at the
time in office if they act without a meeting.
15.4 Committee Rules and Powers - General. Subject to the provisions of this
Plan, the Committee shall from time to time establish rules, forms, procedures
and make needed determinations and interpretations for the administration of
this Plan. Such decisions, actions, and records of the Committee shall be
conclusive and binding upon the Bank and all persons having or claiming to have
any right or interest in or under this Plan.
15.5 Reliance on Certificate, etc. The members of the Committee and the officers
and directors of the Bank shall be entitled to rely on all certificates and
reports made by any duly appointed accountants, and on all opinions given by any
duly appointed legal counsel. Such legal counsel may be counsel for the Bank.
15.6 Liability of Committee. No member of the Committee shall be liable for any
act or omission of any other member of the Committee, or for any act or omission
on his or her own part, excepting only his or her own willful misconduct. The
Bank shall indemnify and save harmless each member of the Committee against any
and all expenses and liabilities arising out of his or her membership on the
Committee, excepting only expenses and liabilities arising out of his or her own
willful misconduct. Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought or
settlement thereof. The foregoing right of indemnification shall be in addition
to any other rights to which any such member may be entitled as a matter of law.
15.7 Determination of Benefits. In addition to the powers hereinabove specified,
the Committee shall have the power to compute and certify, under this Plan and
any Plan Agreement, the amount and kind of benefits from time to time payable to
Participants and their Beneficiaries, and to authorize all disbursements for
such purposes.
15.8 Information to Committee. To enable the Committee to perform its functions,
the Bank shall supply full and timely information to the Committee on all
matters relating to the compensation of all Participants, their death or other
cause for termination of relationship, and such other pertinent facts as the
Committee may require.
15.9 Manner and time of Payment of Benefits. The Committee shall have the power,
in its sole and absolute discretion, to change the manner and time of payment of
benefits to be made to a Participant or his or her Beneficiary from that set
forth in the Participant's Plan Agreement if requested to do so by such
Participant or Beneficiary.
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ARTICLE XVI
ADOPTION OF PLAN BY SUBSIDIARY
AFFILIATED OR ASSOCIATED COMPANIES
Any corporation that is a Subsidiary may, with the approval of the Board of
Directors, adopt this Plan and thereby come within the definition of Bank in
Article I hereof.
ARTICLE XVII
MISCELLANEOUS
17.1 Execution of Receipts and Releases. Any payment to any Participant, a
Participant's legal representative, or Beneficiary in accordance with the
provisions of this Plan or Plan Agreement executed hereunder shall, to the
extent thereof, be in full satisfaction of all claims hereunder against the
Bank. The Bank may require such Participant, legal representative, or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release therefore in such form as it may determine.
17.2 No Guarantee of Interests. Neither the Committee nor any of its members
guarantees the payment of any amounts which may be or become due to any person
or entity under this Plan or any Plan Agreement executed hereunder. The
liability of the Bank to make any payment under this Plan or any Plan Agreement
executed hereunder is limited to the then available assets of the Bank.
17.3 Bank Records. Records of the Bank as to a Participant's relationship,
termination of relationship and the reason therefore authorized leaves of
absence, and compensation shall be conclusive on all persons and entities,
unless determined to be incorrect.
17.4 Evidence. Evidence required of anyone under this Plan and any Plan
Agreement executed hereunder may be by certificate, affidavit, document, or
other information which the person or entity acting on it considers pertinent
and reliable, and signed, made, or presented by the proper party or parties.
17.5 Notice. Any notice which shall be or may be given under this Plan or a Plan
Agreement executed hereunder shall be in writing and shall be mailed by United
States mail, postage prepaid. If notice is to be given to the Bank, such notice
shall be addressed to the Bank at:
The Citizens Bank of Philadelphia, MS.
521 Main St.
Philadelphia, MS. 39350
marked to the attention of the Secretary, Administrative Committee, Deferred Fee
and Compensation Plans; or, if notice to a Participant, addressed to the address
shown on such Participant's Plan Agreement.
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17.6 Change of Address. Any party may, from time to time, change the address to
which notices shall be mailed by giving written notice of such new address.
17.7 Effect of Provisions. The provisions of this Plan and of any Plan
Agreement executed hereunder shall be binding upon the Bank and its successors,
and assigns, and upon a Participant, his or her Beneficiary, assigns, heirs,
executors, and administrators.
17.8 Headings. The titles and headings of Articles and Sections are included for
convenience of reference only and are not to be considered in the construction
of the provisions hereof or any Plan Agreement executed hereunder.
17.9 Governing Law. All questions arising with respect to this Plan and any Plan
Agreement executed hereunder shall be determined by reference to the laws of the
State of Mississippi, as in effect at the time of their adoption and execution,
respectively.
WITNESS MY SIGNATURE, this the ______ day of April, 1987.
THE CITIZENS BANK OF PHILADELPHIA, MS.
By:
----------------------------------
Steve Webb, President
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DIRECTORS'
DEFERRED FEE PLAN AGREEMENT
OF
THE CITIZENS BANK OF PHILADELPHIA, MS.
I acknowledge that, as a Director of The Citizens Bank of Philadelphia,
MS., I have been offered an opportunity to participate in the Directors'
Deferred Fee Plan, as formally adopted by the Citizens Bank of Philadelphia, MS.
on April _______, 1987 ("Plan"), which is attached hereto, and that I have
irrevocably elected one of the two alternatives set forth as indicated by the
space which I have checked:
______ To participate in the Plan. The Effective Date of this Plan Agreement
and the Plan is September 1, 1986.
______ Not to participate in the Plan.
Participant's benefits, Deferrals and payments with respect to the Death
Benefit and Deferred Termination Benefit under the Plan are agreed to be as
follows:
1. DEATH BENEFIT (ARTICLE III OF PLAN):
$____________per month for 120 months, or a lump sum amount of
$____________ if the lump sum amount is permitted pursuant to Section 4.2
of the Plan.
2. DEFERRED TERMINATION BENEFIT (ARTICLE IV OF PLAN):
(a) It is understood that the specified rate for the Participant for
purposes of the provisions of Article IV is ______% of Moody's Average
Corporate Bond Rate.
(b) It is understood that the amount of the actual Deferred Termination
Benefit will be determined by multiplying Participant's Deferral by
______% of the Moody's Average Corporate Bond Rate as compounded on an
annual basis until the date payments are initiated under Section 4.1.
That result will then be improved by ______% of the Moody's Average
Corporate Bond Rate being used at the time payments are initiated under
Section 4.1, as compounded on an annual basis until the time the
Deferred Termination Benefit is completed in accordance with the
provisions of the Plan.
It is further understood that the minimum rate at which the Deferrals will
accrue interest is ______%, compounded on an annual basis.
(c) In lieu of benefits under Section 4.1, the Participant may be permitted
a lump sum benefit under Section 4.2 of the Plan.
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3. Participant's Deferral with respect to Article II, Article III, and IV of
the Plan is in total, $_____________________ per month from the Effective
Date of this Plan Agreement until the earlier of the Participant's death or
when 10 years of Deferrals have been made. In addition to the above
Deferral, the Participant has also paid in $21,000, which will be treated
in the same manner, for purposes of this Plan, as a Deferral.
Participant hereby authorizes Bank to reduce his or her compensation by the
amount specified in the immediately preceding sentence, commencing
September 1, 1986, and continuing thereafter until no longer required by
the terms of the Plan or by the Committee.
Participant acknowledges that he has received a copy of the Plan, as adopted by
the Board of Directors, effective September 1, 1986, and that he is familiar
with the provisions of the Plan. Participant agrees to be bound by the
provisions of the Plan and this Plan Agreement and that the Citizens Bank of
Philadelphia, MS. has no obligations to the Participant with respect to this
Plan other than those provided by the Plan and the Plan Agreement.
WITNESS OUR SIGNATURES, this ______ day of April, 1987.
THE CITIZENS BANK OF PHILADELPHIA, MS.
By _________________________________________
Title ________________________________________
PARTICIPANT
____________________________________________
(Signature)
____________________________________________
(Type or print name)
____________________________________________
____________________________________________
____________________________________________
(Address of Participant)
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BENEFICIARY DESIGNATION
1. Participant: ____________________________________________________________
2. Scope: This Beneficiary Designation applies to all benefits of the Plan to
which the above-named Participant has the right to name the beneficiary.
3. COUNSEL: THE DESIGNATION OF A BENEFICIARY OR BENEFICIARIES IN SECTIONS 4,
5, AND 6 BELOW MAY HAVE SIGNIFICANT ESTATE AND GIFT TAX CONSEQUENCES TO THE
PARTICIPANT. ACCORDINGLY, THE PARTICIPANT SHOULD SEEK THE ADVICE OF
PROFESSIONAL COUNSEL WHO IS FAMILIAR WITH THE ESTATE AND GIFT TAX ASPECTS
OF NONQUALIFIED RETIREMENT AND SALARY CONTINUATION PLANS BEFORE COMPLETING
THIS FORM
4. Identification of Beneficiaries:
A. Primary Beneficiary:_________________________________________________
__________________________________________________________________________
B. Secondary Beneficiary:________________________________________________
__________________________________________________________________________
Methods of Payment (Check One)
Alternative 1. Beneficiary shall mean the Primary Beneficiary if such
Primary Beneficiary survives Participant, and shall mean the Primary
Beneficiary's estate if such Primary Beneficiary survives Participant but
thereafter dies. The term Beneficiary shall mean the Secondary Beneficiary
if the Primary Beneficiary fails to survive Participant, and shall mean the
Secondary Beneficiary's estate when the Secondary Beneficiary thereafter
dies. If both the Primary and Secondary Beneficiaries fail to survive
Participant, the term Beneficiary shall mean the Participant's estate.
Alternative 2. Beneficiary shall mean the Primary Beneficiary if such
Primary Beneficiary survives Participant, and shall mean the Secondary
Beneficiary if either the Primary Beneficiary fails to survive Participant
or the Primary Beneficiary survives Participant but thereafter dies. If
both the Primary and Secondary Beneficiaries fail to survive Participant,
the term Beneficiary shall mean the Participant's estate.
Alternative 3. ___________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
6. Survivorship (Check One)
16
________ Alternative 1. For purposes of this Beneficiary Designation, no
person shall be deemed to have survived the Participant if that person dies
within thirty (30) days of the Participant's death.
________ Alternative 2. If the Participant and the Participant's spouse die
under circumstances such that there is insufficient evidence to determine
the order of their deaths or if the Participant's spouse outlives the
Participant for any time whatsoever, the Participant's spouse shall be
deemed to have survived the Participant. For all other purposes of this
Beneficiary Designation, no person shall be deemed to have survived the
Participant if that person dies within thirty (30) days of the
Participant's death.
7. Duration. This Beneficiary Designation is effective until the Participant
files another such Designation with the Company. Any previous Beneficiary
Designations are hereby revoked.
8. Execution.
Date: __________________________ Participant: ___________________________
Witness: _________________________________
9. Approval. This Beneficiary-Designation is acknowledged and approved April
______, 1987, and shall be effective as of the date executed by the
Participant above.
THE CITIZENS BANK OF PHILADELPHIA, MS.
By:____________________________________
Steve Webb, President
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