Exhibit 10.11
GREER STATE BANK
Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM
GREER STATE BANK
SALARY CONTINUATION
AGREEMENT
WITH KENNETH M.
HARPER
NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR CONSTRUED TO BE AN
EMPLOYMENT AGREEMENT EITHER
EXPRESS OR IMPLIED.
THIS SALARY
CONTINUATION AGREEMENT (the “Agreement”) is adopted
this 1 st
day of
May, 2005, by and between GREER STATE BANK, a state-chartered
commercial bank located in Greer, South Carolina (the
“Company”), and KENNETH M. HARPER (the
“Executive”).
The purpose of this Agreement is to
provide specified benefits to the Executive, a member of a select
group of management or highly compensated employees who contribute
materially to the continued growth, development and future business
success of the Company. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974 (“ERISA”), as amended from
time to time. The Company will pay the benefits from its general
assets.
The Company and the Executive agree
as provided herein.
Article 1
Definitions
Whenever used in this Agreement, the
following words and phrases shall have the meanings
specified:
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1.1
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“
Accrual Balance ” means the liability that should be
accrued by the Company, under Generally Accepted Accounting
Principles (“GAAP”), for the Company’s obligation
to the Executive under this Agreement, by applying Accounting
Principles Board Opinion Number 12 (“APB 12”) as
amended by Statement of Financial Accounting Standards Number 106
(“FAS 106”) and the Discount Rate. Any one of a variety
of amortization methods may be used to determine the Accrual
Balance. However, once chosen by the Company at its sole discretion
the method must be consistently applied. The Accrual Balance shall
be reported by the Company to the Executive on Schedule
A.
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1.2
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“
Beneficiary ” means each designated person, or the
estate of the deceased Executive, entitled to benefits, if any,
upon the death of the Executive determined pursuant to Article
4.
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1.3
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“
Beneficiary Designation Form ” means the form provided
time to time by the Plan Administrator that the Executive
completes, signs and returns to the Plan Administrator to designate
one or more Beneficiaries.
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1.4
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“
Board ” or “ Board of Directors ”
means the Board of Directors of the Company.
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1.5
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“
Change in Control ” means
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(i)
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the
acquisition, directly or indirectly, (including beneficial
ownership) by any “person” as this term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended within any twelve (12) consecutive month period of the
Corporation’s or Company’s issued and outstanding
common stock representing an aggregate of fifty percent
(50%) or more of the Corporation’s or Company’s
common stock; or
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(ii)
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consummation of
merger, sale, acquisition, or liquidation of all, or substantially
all, of the Corporation’s or the Company’s assets or
outstanding stock; or
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(iii)
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the occurrence
of any other event or circumstance which is not covered by 1.5(i)
or 1.5(ii) above, which the Board determines affects the
Corporation’s or Company’s control and, to implement
the purposes of this Agreement, adopts a resolution that the event
or circumstance constitutes a Change in Control for the purposes of
this Agreement.
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(iv)
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Notwithstanding
any other provisions in this Agreement, “Change in
Control” shall not be construed to mean the formation of a
bank holding company or other entity approved in advance by the
Company’s Board of Directors or any changes in ownership of
the Company’s assets or stock as the result of the formation
of such an entity.
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1.6
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“
Code ” means the Internal Revenue Code of 1986, as
amended.
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1.7
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“
Corporation ” means Greer Bancshares
Incorporated.
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1.8
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“
Disability ” means sickness, accident, or injury
which, in the judgment of a physician appointed and paid by the
Company, prevents the Executive from performing all of the
Executive’s customary duties for the Company. As a condition
to any benefits, the Company may require the Executive to submit to
such physical or mental evaluations and tests as the
Company’s Board of Directors deems appropriate.
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1.9
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“
Discount Rate ” means the rate used by the Plan
Administrator for determining the Accrual Balance. The initial
Discount Rate is six and one-quarter percent (6.25%). However, the
Plan Administrator, in its sole discretion, may adjust the Discount
Rate to maintain the rate within reasonable standards according to
GAAP.
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1.10
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“
Early Termination ” means the Executive’s
Termination of Employment before Normal Retirement Age for reasons
other than death, Disability, Termination for Cause, or following a
Change of Control.
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1.11
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“
Early Termination Date ” means the month, day and year
in which Early Termination occurs.
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1.12
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“
Effective Date ” means May 1, 2005.
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1.13
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“ Normal Retirement
Age ” means the Executive’s sixty-fifth (65
th
) birthday.
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1.14
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“
Normal Retirement Date ” means the later of the Normal
Retirement Age or Termination of Employment.
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1.15
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“ Plan
Administrator ” means the Company.
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1.16
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“ Plan
Year ” means a twelve-month period commencing on
November 1 and ending on October 31 of each year. The
initial Plan Year shall commence on the Effective Date of this
Agreement.
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1.17
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“
Termination for Cause ” has that meaning set forth in
Article 5.
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1.18
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“
Termination of Employment ” means Executive ceasing to
be employed by the Company for any reason whatsoever other than by
reason of a leave of absence approved by the Board.
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1.19
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“
Years of Service ” means the twelve consecutive month
period beginning on Executive’s date of hire and any twelve
(12) month anniversary thereof, during the entirety of which
time the Executive is an employee of the Company. Service with a
subsidiary or other entity controlled by the Company before the
time such entity became a subsidiary or under such control shall
not be considered “credited service” unless the Plan
Administrator specifically agrees to credit such service. In
addition, the Plan Administrator in its discretion may also grant
additional Years of Service in such circumstances where it deems
such additional service appropriate.
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Article 2
Benefits During
Lifetime
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2.1
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Normal
Retirement Benefit . Upon
Termination of Employment on or after the Normal Retirement Age for
reasons other than death, the Company shall pay to the Executive
the benefit described in this Section 2.1 in lieu of any other
benefit under this Agreement.
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2.1.1
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Amount of
Benefit . The annual
benefit under this Section 2.1 is Fifty Thousand Dollars
($50,000).
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2.1.2
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Payment of
Benefit . The Company
shall pay the annual benefit to the Executive in twelve
(12) equal consecutive monthly installments commencing on the
first day of the month following the Executive’s Normal
Retirement Date. The annual benefit shall be paid to the Executive
for fifteen (15) years.
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2.2
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Early
Termination Benefit .
Upon Early Termination, the Company shall pay to the Executive the
benefit described in this Section 2.2 in lieu of any other
benefit under this Agreement.
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2.2.1
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Amount of
Benefit . The benefit
under this Section 2.2 is the Early Termination Benefit set
forth on Schedule A for the Plan Year during which the Early
Termination Date occurs. This benefit is determined by vesting the
Executive in ten percent (10%) of the Accrual Balance for the
first Plan Year, and an additional ten percent (10%) of said
amount for each succeeding Plan Year thereafter until the Executive
becomes one hundred percent (100%) vested in the Accrual
Balance.
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2.2.2
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Payment of
Benefit . The Company
shall pay the benefit to the Executive over fifteen (15) years
in one hundred eighty (180) equal consecutive monthly
installments commencing with the first day of the month following
Normal Retirement Age.
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2.3
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Disability
Benefit. Upon Termination
of Employment due to Disability prior to Normal Retirement Age, the
Company shall pay to the Executive the benefit described in this
Section 2.3 in lieu of any other benefit under this
Agreement.
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2.3.1
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Amount of
Benefit. The benefit
under this Section 2.3 is the Disability Benefit set forth on
Schedule A for the Plan Year during which the Termination of
Employment occurs. This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Accrual
Balance.
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2.3.2
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Payment of
Benefit . The Company
shall pay the benefit to the Executive over fifteen (15) years
in one hundred eighty (180) equal consecutive monthly
installments commencing with the first day of the month following
the Executive’s Termination of Employment.
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2.4
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Change of
Control Benefit . Upon a
Change of Control followed by the Executive’s Termination of
Employment, the Company shall pay to the Executive the benefit
described in this Section 2.4 in lieu of any other benefit
under this Agreement.
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2.4.1
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Amount of
Benefit. The benefit
under this Section 2.4 is the Change of Control Benefit set
forth on Schedule A for the Plan Year during which the Termination
of Employment occurs. This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Normal
Retirement Benefit described in Section 2.1.
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2.4.2
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Payment of
Benefit . The Company
shall pay the benefit to the Executive in a lump sum present value
payment based on the Discount Rate within sixty (60) days
following Termination of Employment.
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Article 3
Death Benefits
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3.1
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Death During
Active Service . If the
Executive dies while employed by the Company, the Company shall pay
to the Executive’s Beneficiary the benefit described in this
Section 3.1.
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This
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benefit shall
be paid in lieu of all other benefits under this
Agreement.
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3.1.1
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Amount of
Benefit . The benefit
under this Section 3.1 is the Pre-Retirement Death Benefit set
forth on Schedule A for the Plan Year during which death
occurs.
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3.1.1.1
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For the first
ten (10) Years of service, this benefit is upon one hundred
percent (100%) of the Accrual Balance.
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3.1.1.2
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After the
Executive has completed ten (10) Years of service, this
benefit is based upon one hundred percent (100%) of the Normal
Retirement Benefit described in Section 2.1.
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3.1.2
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Payment of
Benefit . The Company
shall pay the benefit to the Beneficiary over fifteen
(15) years in one hundred eighty (180) equal consecutive
monthly installments commencing within thirty (30) days
following the date of the Executive’s death.
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3.2
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Death During
Payment of a Lifetime Benefit . If the Executive dies after any benefit
payments have commenced under this Agreement but before receiving
all such payments, the Company shall pay the remaining benefits to
the Executive’s Beneficiary at the same time and in the same
amounts they would have been paid to the Executive had the
Executive survived.
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3.3
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Death After
Termination of Employment But Prior to Commencement of Benefit
Payments. If the
Executive dies after Termination of Employment, but prior to
commencement of benefit payments, the Company shall pay the same
benefit payments to the Executive’s Beneficiary that the
Executive was entitled to prior to death except that the benefit
payments shall commence within thirty (30) days following the
date of the Executive’s death.
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Article 4
Beneficiaries
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4.1
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Beneficiary
Designation . The
Executive shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefits payable under this
Agreement upon the death of the Executive. The Beneficiary
designated under this Agreement may be the same as or different
from the beneficiary designation under any other benefit plan of
the Company in which the Executive participates.
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4.2
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Beneficiary Designation:
Change . The Executive
shall designate a Beneficiary by completing and signing the
Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Executive’s
Beneficiary designation shall be deemed automatically revoked if
the Beneficiary predeceases the Executive or if the Executive names
a spouse as Beneficiary and the marriage is subsequently dissolved.
The Executive shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Plan Administrator’s
rules and procedures, as in effect from time to time. Upon the
acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all
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Beneficiary designations
previously filed shall be cancelled. The Plan Administrator shall
be entitled to rely on the last Beneficiary Designation Form filed
by the Executive and accepted by the Plan Administrator prior to
the Executive’s death.
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4.3
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Acknowledgment . No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Plan Administrator or its designated
agent.
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4.4
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No
Beneficiary Designation .
If the Executive dies without a valid beneficiary designation, or
if all designated Beneficiaries predecease the Executive, then the
Executive’s spouse shall be the designated Beneficiary. If
the Executive has no surviving spouse, the benefits shall be made
to the personal representative of the Executive’s estate or
its assignee.
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4.5
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Facility of
Payment . If the Plan
Administrator determines in its discretion that a benefit is to be
paid to a minor, to a person declared incompetent, or to a person
incapable of handling the disposition of that person’s
property, the Plan Administrator may direct payment of such benefit
to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The
Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the
account of the Executive and the Executive’s Beneficiary, as
the case may be, and shall be a complete discharge of any liability
under the Agreement for such payment amount.
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Article 5
General
Limitations
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5.1
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Termination
for Cause .
Notwithstanding any provision of this Agreement to the contrary,
the Company shall not pay any benefit under this Agreement, and the
Executive shall irrevocably forfeit all benefits under this
Agreement, if the Company terminates the Executive’s
employment for:
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(a)
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Gross
negligence or gross neglect of duties prior to a Change in
Control;
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(b)
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Conviction of a
felony; or
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(c)
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Fraud,
disloyalty, or willful violation of any law or material Company
policy in connection with the Executive’s
employment.
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5.2
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Forfeiture
Provision. While
Executive is employed by the Company and during the period of time
the Executive is receiving any benefit payments pursuant to this
Agreement, the Executive will not, for himself or on behalf of, or
in conjunction with any other person or persons, company,
partnership, limited liability company, proprietorship, trust
company, bank, financial services institution, or other entity,
directly or indirectly, own, manage, operate, control, be employed
by, consult with, participate in, or be connected in any manner
with the ownership, employment, management, operation, consulting
or control of any financial services institution that competes with
the Company within Greenville County, South Carolina, Spartanburg
County, South Carolina, or any
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other market served by the
Company at the time payment of benefits commence. In the event of
any actual breach by the Executive of the provisions of this
Section 5.2, all payments under this Agreement payable to the
Executive shall irrevocably forfeit and terminate and no further
amount shall be due or payable to the Executive pursuant to this
Agreement. The Executive specifically acknowledges that the
restrictions set forth above are reasonable and bear a valid
connection with the business operations of the Company, and
specifically admits that Executive is capable of obtaining suitable
employment not in competition with the Company. If any one of the
restrictions contai
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