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Exhibit
10(a)
DIRECTORS’
DEFERRED COMPENSATION PLAN
ARTICLE I -
Definitions
1.1 “Plan” means
the Directors’ Deferred Compensation Plan of Bank of Raleigh,
as described in this instrument, effective January, 1987, and
thereafter.
1.2 “Bank” means
Bank of Raleigh, a West Virginia corporation, or a successor
corporation thereafter.
1.3 “Committee”
means the Committee, if any, appointed to administer the Plan as
and to the extent provided in Article 2.13.
1.4 “Director”
means a Director of the Bank or of any division, subsidiary or
affiliate of the Bank who is eligible to become a participant in
the Plan under the eligibility requirements then in effect as
established by the Committee pursuant to Article 2.13.
1.5 “Fiscal Year”
means the fiscal year of the Bank as established from time to
time.
1.6 “Participant”
means a person who is selected to participate in the Plan and has
executed the Adoption Agreement as required by Paragraph 2.7
hereof.
1.7 “Deferred
Compensation” means the portion of a participant’s
compensation for any fiscal year, or part thereof, that has been
deferred pursuant to the Plan.
1.8 “Termination of
Service” or similar expression means the termination of the
participant as a Director of the Bank or any division, subsidiary
or affiliate thereof. Total disability, whether temporary or
permanent, as defined herein, shall not be considered termination
of service, however, the deferral amount as stated in Paragraph H
of the Adoption Agreement shall be terminated at time of
disability, provided the participant does not continue to receive
Director’s fees.
1.9 “Total
Disability” whether temporary or permanent as used herein
shall mean disability resulting from bodily injury provided same is
not self-inflicted or disease that prevents a Participant from
engaging in any occupation for compensation or profit which
disability has existed continuously for at least six
months.
1.10 “Normal Retirement
Date” for each participant shall be the date set forth as the
Participant’s Normal Retirement Date in Section E of the
Adoption Agreement executed by Participant and Bank, an unexecuted
copy of which is attached hereto as Exhibit I.
ARTICLE II
2.1 Each Director of the Bank
or of any division, subsidiary or affiliate of the Bank selected to
participate in the Plan may have a portion of his Directors’
fees to be received by him deferred in accordance with the terms
and conditions of the Plan. The amount of such fees that may be so
deferred shall not exceed the amount indicated in Paragraph H of
the Adoption Agreement attached hereto as Exhibit I
(“Adoption Agreement”).
2.2 Continued Service
. (a) Each Director in the Plan shall continue as a Director of the
Bank under terms mutually agreed upon between the Bank and the
Participant, from time to time, until the Participant reaches his
Normal Retirement Date or until such date as may be mutually agreed
upon, or until his prior death or total and permanent disability,
as herein defined, or until consent of the Bank to his early
retirement. Any payments under this Plan shall be independent of,
and in addition to, those under any other Plan, program or
agreement which may be in effect between the Bank and the
Participant. This Plan and the Adoption Agreement attached hereto
as Exhibit “I” shall not be construed as a contract of
employment, nor do either restrict the right of the shareholders of
the Bank to remove the Participant as a director, or the right of
the Participant to resign as a Director. (b) In the event of total
disability resulting in the participant terminating as a Director
of the Board, the participant will receive benefits in accordance
with the provisions for early termination.
2.3 Pre-Retirement Death
Benefits . (a) If a Participant dies before his normal
retirement date as specified in Paragraph F of the Adoption
Agreement, while serving as a Director of the Bank, the Bank will
pay to his beneficiary the monthly benefit stated in Paragraph F of
the Adoption Agreement. (b) If a Participant resigns as a Director
of the Bank before his Normal Retirement Date for any reason except
retirement, no death benefit shall be payable unless he has
completed two (2) years of participation in the Plan. (c) If the
Participant who resigns has completed two (2) or more years
participation in the Plan and dies prior to his normal Retirement
Date, the Participant’s beneficiary(ies) will receive a
monthly benefit for a total of 180 months. The amount of such
benefit will be equal to a pro-rata portion of the pre-retirement
Death Benefit based on the formula contained in the Article 2.6
hereof. In no event will this stated pre-retirement death benefit
be greater than that specified in paragraph F of the Adoption
Agreement.
All payments to be made
pursuant to this Article 2.3 shall commence 30 days following the
death of the Participant.
2.4 Post Retirement Death
and Income Benefits . Upon a Participant attaining his Normal
Retirement Date, whether or not he then retires, the Bank will pay
him the monthly benefits stated in Paragraph G of the Adoption
Agreement. Payments hereunder shall commence the month following
his Normal Retirement Date.
If the Participant dies prior
to receiving 180 monthly payments in the amount specified in
Paragraph G of the Adoption Agreement, the Participant’s
Beneficiary shall continue to receive such monthly payments in a
like amount until the benefits provided for therein have been paid
in full. If such Participant has received at least 180 monthly
payments in the amount specified in Paragraph G of the Adoption
Agreement prior to such Participant’s death, no further
benefits shall be due hereunder.
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2.5 Suicide .
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