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DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT

Addendum or Modifications

DIRECTOR SUPPLEMENTAL RETIREMENT PLAN 

  

DIRECTOR AGREEMENT | Document Parties: ECB BANCORP INC You are currently viewing:
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ECB BANCORP INC

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Title: DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT
Governing Law: North Carolina     Date: 3/16/2009
Industry: Regional Banks     Sector: Financial

DIRECTOR SUPPLEMENTAL RETIREMENT PLAN 

  

DIRECTOR AGREEMENT, Parties: ecb bancorp inc
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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:

 

I.

 

DEFINITIONS

 

 

A.

 

Effective Date :

 

The Effective Date of the Director Plan shall be June 17, 2005.


 

B.

 

Plan Year :

 

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.

 

 

C.

 

Retirement 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).

 

 

D.

 

Termination of Service :

 

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]).

 

 

E

 

Pre-Retirement Account

 

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.

 

 

F.

 

Index Retirement Benefit :

 

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.

 

 

G.

 

Index :

 

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


Insurance Company:

  

Jefferson Pilot Life Insurance Company

Policy Form:

  

ESP 200 GI

Policy Name:

  

Flexible Premium Adjustable Life

Insured’s Age and Sex:

  

52, Male

Riders:

  

None

Ratings:

  

None

Option:

  

Level

Face Amount:

  

 

Premiums Paid:

  

$50,000

Number of Premium Payments:            

  

One

Assumed Purchase Date:

  

June 17, 2005

Insurance Company:

  

Mass Mutual Life Insurance Company

Policy Form:

  

Flexible Premium Adjustable Life

Policy Name:

  

SL11B

Insured’s Age and Sex:

  

52, Male

Riders:

  

None

Ratings:

  

None

Option:

  

Level

Face Amount:

  

 

Premiums Paid:

  

$50,000

Number of Premium Payments:

  

One

Assumed Purchase Date:

  

June 17, 2005

 

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


 

H.

 

Opportunity Cost :

 

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.

 

 

I .

 

Change of Control :

 

Change of Control shall be defined as the occurrence of any one of the following:

 

 

a.

 

the acquisition of more than fifty percent (50%) of the value or voting power of the Bank’s stock by a person or group;

 

 

b.

 

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;

 

 

c.

 

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

 

 

d.

 

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.

 

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.

 

 

J.

 

Normal Retirement Age :

 

Normal Retirement Age shall mean the date on which the Director attains age seventy (70).

 

4


II.

 

INDEX BENEFITS

 

 

A.

 

Retirement Benefits :

 

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.

 

 

B.

 

Termination of Service :

 

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


 
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