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Exhibit 10.12
EVANS NATIONAL BANK
DEFERRED COMPENSATION PLAN FOR OFFICERS AND DIRECTORS
ARTICLE I
PURPOSE
The purpose of the Evans National Bank
Deferred Compensation Plan for Officers
and Directors (hereinafter referred to as
the "Plan") is to provide funds at
termination of service for Officers and
Directors (and their beneficiaries). It
is intended that the Plan will aid in
retaining and attracting Officers and
Directors of exceptional ability.
ARTICLE II
DEFINITIONS
For the purpose of this Plan, the following
words and phrases shall have the
meanings indicated, unless the context
clearly indicates otherwise:
"Affiliate" means Evans Bancorp, Inc. and
any wholly owned subsidiary of Evans
Bancorp, Inc. (other than the Bank) or the
Bank.
"Bank" means Evans National Bank, Angola,
New York.
"Beneficiary" means the person, persons or
entity designated by the Participant,
or as provided in Article VII, to receive
any benefits payable under the Plan.
"Board" means the Board of Directors of the
Bank.
"Compensation" means, in the case of an
Officer, base cash compensation only,
and, in the case of a Director, cash
retainers and meeting fees.
"Declared Rate" means, with respect to any
Plan Year, one (1) percentage point
over the prime rate as published in the
Wall Street Journal. The Board shall
establish the Declared Rate effective as of
January 1 of each Plan Year, except
that the rate shall be determined as of the
Plan effective date for the first
Plan Year. Such Declared Rate, once
established, shall be used for all interest
determinations during such Plan Year. The
formula used to establish the Declared
Rate may be amended by a resolution of the
Board on a prospective basis.
"Deferral Benefit" means the benefit
payable to a Participant or his Beneficiary
on his death or termination of service as
an Officer or Director.
"Deferred Benefit Account" means the
account maintained on the books of the Bank
for each Participant pursuant to Article V.
A Participant's Deferred Benefit
Account shall be utilized solely as a
device for the measurement and
determination of the amounts to be paid to
the Participant pursuant to this
Plan. A Participant's Deferred Benefit
Account shall not constitute or be
treated as a trust fund of any kind.
"Designation of Form for Payment" means the
agreement filed by a Participant
designating the manner in which the
Participant's Deferred Benefit Account
balance shall be paid to the Participant or
his beneficiary.
"Determination Date" means the date on
which the amount of a Participant's
Deferred Benefit Account is determined as
provided in Article V hereof. Unless
otherwise determined by the Board, the last
day of each Plan Year shall be the
Determination Date.
"Director" means an active member of the
Board of Directors of the Bank or an
Affiliate.
"Officer" means an officer of the Bank or
an Affiliate.
"Participant" means an Officer or Director
who is designated as a Participant in
Appendix A to the Plan.
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"Participation Agreement" means the
agreement filed by a Participant prior to
the beginning of the first period for which
the Participant's Compensation is to
be deferred pursuant to the Plan and the
Participation Agreement.
"Plan Year" means a twelve month period
commencing January 1st and ending the
following December 31st. The first Plan
Year shall commence April 1, 2003 and
end December 31, 2003.
ARTICLE III
PARTICIPATION
3.1 PARTICIPATION. Participation
in the Plan shall be limited to Officers and
Directors
who are designated as Participants on Appendix A as the same
may
be amended
from time to time. Each designated Participant must file a
Participation Agreement to commence participation in the Plan.
A
Participant's Participation Agreement must be filed prior to the
December
15th
immediately preceding the Plan Year in which the Participant's
participation under the agreement will commence, and the election
to
participate shall be
effective on the first day of the Plan Year following
receipt by
the Bank of a properly completed and executed Participation
Agreement
(including the Designation of Form of Payment). In the event
that an
individual first becomes eligible to participate during the
course
of a Plan
Year or in connection with the first Plan Year, a Participation
Agreement
must be filed no later than 30 days following notification of
the
individual by the Board of eligibility to participate or the
Plan
effective
date, and such Participation Agreement shall be effective only
with
regard to Compensation earned or payable following the filing of
the
Participation Agreement with the Board.
10.10 AMOUNT OF DEFERRAL. A Participant may
elect in any Participation Agreement
to defer
all, or any percentage (in increments of one (1%) percent), of
his
Compensation. A Participant's election to defer his Compensation
shall
be
irrevocable for the applicable Plan Year upon the filing of the
respective
Participation Agreement.
ARTICLE IV
DEFERRED COMPENSATION
4.1 ELECTIVE DEFERRED
COMPENSATION. The amount of Compensation that a
Participant
elects to defer under this Plan shall be credited by the Bank
to the
Participant's Deferred Benefit Account as the Participant's
Compensation is payable.
10.10 VESTING OF DEFERRED BENEFIT ACCOUNT.
A Participant shall be 100% vested in
his
Deferred Benefit Account at all times.
ARTICLE V
DEFERRED BENEFIT ACCOUNT
5.1 DETERMINATION OF ACCOUNT. Each
Participant's Deferred Benefit Account as of
each
Determination Date shall consist of the balance of the
Participant's
Deferred Benefit
Account as of the immediately preceding Determination Date
plus the
Participant's elective deferred Compensation withheld since the
immediately
preceding Determination Date pursuant to Section 4.1. The
Deferred Benefit
Account of each Participant shall be reduced by the amount
of all
distributions, if any, made from such Deferred Benefit Account
since
the preceding
Determination Date.
10.10 CREDITING OF ACCOUNT. As of each
Determination Date, the Participant's
Deferred
Benefit Account shall be increased by the amount of interest
earned
since the preceding Determination Date. Interest shall be based
upon the
applicable Declared Rate. Interest shall be based upon the
average
daily balance of the Participant's Deferred Benefit Account
since
the last
preceding Determination Date, but after the Deferred Benefit
Account
has been adjusted for any contributions or distributions to be
credited
or deducted for such day.
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ARTICLE VI
BENEFITS
6.1 TERMINATION OF SERVICE AS AN
OFFICER OR DIRECTOR. Upon any termination of
service of the
Participant, the Bank shall pay to the Participant a
Deferral Benefit
equal to the amount of his Deferred Benefit Account.
Notwithstanding
anything herein to the contrary, a Participant who is both
an Officer and a
Director may elect in his Participation Agreement to
commence
benefits payments upon his termination of service upon the
later
to occur of his
termination of service as an Officer or Director.
10.10 FORM OF BENEFIT PAYMENT.
(a) Upon the occurrence of an event
described in Section 6.1, the Bank
shall pay the Participant's Deferred Benefit Account in the form
of
(i) a lump sum or (ii) in the case of a Participant who
terminates
service after attaining age 62 (in the case of a Participant who is
an
Officer) or after completing 10 years of service (in the case of
a
Participant who is a Director) an annual payment of a fixed
amount
which shall amortize the Deferred Benefit Account balance in
equal
installments of principal and interest over a period of five (5),
ten
(10) or fifteen (15) years as designated by the Participant on his
or
her Designation of Form for Payment. For purposes of determining
the
amount of the annual payment, the rate of interest shall be the
average of the Declared Rate credited to the Participant's
Deferred
Benefit Account for the three (3) years preceding the initial
payment
(or such lesser number of years in which the Participant
participated
in the Plan). A Participant who elects an installment payment
option
under (ii) above but fails to satisfy the applicable age or
service
requirements as of his termination date shall receive a lump
sum
distribution of his Deferred Benefit Account.
(b) A Participant who is actively
serving as an Officer or Director may
change the form in which his benefits shall be paid by filing a
