Exhibit 10.30
DIRECTOR SUPPLEMENTAL RETIREMENT
PLAN
DIRECTOR AGREEMENT
THIS AGREEMENT is made and entered
into this 21st day of October, 2005, by and between The East
Carolina Bank, a bank organized and existing under the laws of the
State of North Carolina (hereinafter referred to as the
“Bank”), and
, a Director of the Bank (hereinafter referred to as the
“Director”).
WHEREAS, the Director is now in the
service of the Bank and has for many years faithfully served the
Bank. It is the consensus of the Board of Directors (hereinafter
referred to as the “Board”) that the Director’s
services have been of exceptional merit, in excess of the
compensation paid and an invaluable contribution to the profits and
position of the Bank in its field of activity. The Board further
believes that the Director’s experience, knowledge of
corporate affairs, reputation and industry contacts are of such
value, and the Director’s continued services so essential to
the Bank’s future growth and profits, that it would suffer
severe financial loss should the Director terminate his/her service
on the Board;
ACCORDINGLY, the Board has adopted
the Director Supplemental Retirement Plan Director Agreement
(hereinafter referred to as the “Director Plan”) and it
is the desire of the Bank and the Director to enter into this
Agreement under which the Bank will agree to make certain payments
to the Director upon the Director’s retirement or to the
Director’s beneficiary(ies) in the event of the
Director’s death pursuant to the Director Plan;
FURTHERMORE, it is the intent of the
parties hereto that this Director Plan be considered an unfunded
arrangement maintained primarily to provide supplemental retirement
benefits for the Director, and be considered a non-qualified
benefit plan for purposes of the Employee Retirement Security Act
of 1974, as amended (“ERISA”). The Director is fully
advised of the Bank’s financial status and has had
substantial input in the design and operation of this benefit plan;
and
NOW THEREFORE, in consideration of
services the Director has performed in the past and those to be
performed in the future, and based upon the mutual promises and
covenants herein contained, the Bank and the Director agree as
follows:
The Effective Date of the Director
Plan shall be June 17, 2005.
Any reference to the “Plan
Year” shall mean a calendar year from January 1st to
December 31st. In the year of implementation, the term
“Plan Year” shall mean the period from the Effective
Date to December 31st of the year of the Effective
Date.
Retirement Date shall mean the first
day of the calendar month following the latter of (i) the date
in which the Director reaches age seventy (70) or
(ii) the date upon which the Director actually retires from
service with the Bank after reaching age seventy (70).
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D.
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Termination
of Service :
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Termination of Service shall mean
the Director’s voluntary resignation of service by the
Director or the Bank’s discharge of the Director without
cause, prior to the Normal Retirement Age (Subparagraph I
[J]).
A Pre-Retirement Account shall be
established as a liability reserve account on the books of the Bank
for the benefit of the Director or Prior to the Director’s
Retirement Date (Subparagraph I [C]), such liability reserve
account shall be increased or decreased each Plan Year, until the
aforestated event occurs, by the Index Retirement Benefit,
Subparagraph I [F]). Said Pre-Retirement Account shall be credited
interest at a rate of eight percent (8%) each Plan Year or
until the entire Pre-Retirement Account is entirely paid to the
Director or the Director’s beneficiary, and said
Pre-Retirement Account balance is zero.
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F.
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Index
Retirement Benefit :
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In the event the Director receives
the retirement benefit set forth in Subparagraph II
(A) herein, the Index Retirement Benefit for the Director in
the Director Plan for each Plan Year shall be equal to the excess
(if any) of the Index (Subparagraph I [G]) for that Plan Year over
the Opportunity Cost (Subparagraph I [H]) for that Plan
Year.
The Index for any Plan Year shall be
the aggregate annual after-tax income from the life insurance
contract(s) described hereinafter as defined by FASB Technical
Bulletin 85-4. This Index shall be applied as if such insurance
contract(s) were purchased on the Effective Date of the Director
Plan.
2
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Insurance
Company:
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Jefferson Pilot
Life Insurance Company
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Policy
Form:
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ESP 200
GI
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Policy
Name:
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Flexible
Premium Adjustable Life
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Insured’s
Age and Sex:
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52,
Male
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Riders:
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None
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Ratings:
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None
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Option:
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Level
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Face
Amount:
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Premiums
Paid:
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$50,000
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Number of Premium Payments:
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One
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Assumed
Purchase Date:
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June 17,
2005
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Insurance
Company:
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Mass Mutual
Life Insurance Company
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Policy
Form:
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Flexible
Premium Adjustable Life
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Policy
Name:
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SL11B
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Insured’s
Age and Sex:
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52,
Male
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Riders:
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None
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Ratings:
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None
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Option:
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Level
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Face
Amount:
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Premiums
Paid:
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$50,000
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Number of
Premium Payments:
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One
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Assumed
Purchase Date:
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June 17,
2005
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If such contracts of life insurance
are actually purchased by the Bank, then the actual policies as of
the dates they were actually purchased shall be used in
calculations under this Director Plan. If such contracts of life
insurance are not purchased or are subsequently surrendered or
lapsed, then the Bank shall receive annual policy illustrations
that assume the above-described policies were purchased or had not
subsequently surrendered or lapsed. Said illustration shall be
received from the respective insurance companies and will indicate
the increase in policy values for purposes of calculating the
amount of the Index.
In either case, references to the
life insurance contracts are merely for purposes of calculating a
benefit. The Bank has no obligation to purchase such life insurance
and, if purchased, the Director and the Director’s
beneficiary(ies) shall have no ownership interest in such policy
and shall always have no greater interest in the benefits under
this Director Plan than that of an unsecured creditor of the
Bank.
3
The Opportunity Cost for any Plan
Year shall be calculated by taking the sum of the amount of
premiums for the life insurance policies described in the
definition of “Index” plus the amount of any after-tax
benefits paid to the Director pursuant to the Director Plan
(Paragraph II hereinafter) plus the amount of all previous
years’ after-tax Opportunity Cost, and multiplying that sum
by the greater of either one of the following: (i) the average
after tax yield of a one-year Treasury bill, or (ii) the
Bank’s average annualized after-tax Cost of Funds Expense as
determined by the Bank’s third quarter call report as filed
with the appropriate regulatory agency.
Change of Control shall be defined
as the occurrence of any one of the following:
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a.
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the acquisition
of more than fifty percent (50%) of the value or voting power
of the Bank’s stock by a person or group;
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b.
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the acquisition
in a period of twelve months or less of at least thirty-five
percent (35%) of the Bank’s stock by a person or
group;
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c.
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the replacement
of a majority of the Bank’s board in a period of twelve
months or less by Directors who are not endorsed by a majority of
the current board members; or
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d.
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the acquisition
in a period of twelve months or less of forty percent (40%) or
more of the Bank’s assets by an unrelated entity.
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For the purpose of this Director
Plan, transfers on account of deaths to or gifts, transfers between
family members or transfer to a qualified retirement plan
maintained by the Bank shall not be considered in determining
whether there has been a Change in Control.
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J.
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Normal
Retirement Age :
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Normal Retirement Age shall mean the
date on which the Director attains age seventy (70).
4
Subject to Subparagraph II
(D) hereinafter, a Director who remains on the Board until the
Normal Retirement Age (Subparagraph I [J]) shall be entitled to
receive the balance in the Pre-Retirement Account in one hundred
eighty (180) equal monthly installments commencing thirty
(30) days following the Director’s
retirement.
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B.
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Termination
of Service :
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Subject to Subparagraphs II
(D) should the Director suffer a Termination of Service the
Director shall be entitled to receive the following percentage set
forth hereinbelow of the balance of the Pre-Retirement Account
payable to the Director in one hundred eighty (180) equal
monthly installments commencing thirty (30) days following the
Director’s Norma