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Exhibit 10.1 ISABELLA BANK CORPORATION
RETIREMENT BONUS PLAN July 1, 2008
TABLE OF CONTENTS
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Section 1. Purpose
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1
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Section 2. Definitions
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1
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Section 3. Participation/Establishment of
Accounts
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3
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Section 4. Allocations to Account
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3
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Section 5. Vesting
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4
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Section 6. Commencement of Distribution
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4
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Section 7. Manner and Form of Distribution
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6
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Section 8. Conditions
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7
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Section 9. Death Benefit
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8
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Section 10. Unsecured Unfunded Plan
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8
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Section 11. Plan Amendment and Termination
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8
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Section 12. Expenses and Taxes
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10
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Section 13. Nonassignability
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10
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Section 14. Employment Status
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10
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Section 15. Administration
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10
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Section 16. Claims Procedure
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11
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Section 17. Binding Effect
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13
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Section 18. Incompetency
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13
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Section 19. Severability
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13
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Section 20. Construction
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13
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ISABELLA BANK CORPORATION RETIREMENT BONUS PLAN
Isabella Bank Corporation (Isabella)
established a nonqualified plan of deferred compensation benefits
for its eligible employees effective January 1, 2007, pursuant
to Section 409A of the Internal Revenue Code. The Plan is
intended to postpone taxation of such deferred compensation
benefits until those benefits are paid to the employees as provided
in the Plan. The provisions of this Plan are hereby restated on and
after July 1, 2008, as set forth below. Section 1.
Purpose . The Plan is
intended to provide eligible employees with additional
compensation, payable as set forth in the Plan, in order to reward
the individuals who contribute to the success of Company.
Section 2. Definitions .
The following words and phrases
shall, when used in this Plan, have the meanings set forth below
unless their context clearly indicates otherwise:
2.01 Administrator or Plan
Administrator means Isabella which may, from time to time in
its sole discretion, appoint a person or persons to assist in the
administration of the Plan. 2.02
Allocation Date means March 31, June 30,
September 30 or December 31 of each Plan Year.
2.03 Board of Directors means
Company’s governing body according to law and Company’s
governing documents. 2.04 Change
of Control means a sale which results in a change in the
ownership of Company, a change in the effective control of Company,
or a change in the ownership of a substantial portion of
Company’s assets. The change shall not be deemed a "Change of
Control" for purposes of this Plan unless the change (whether made
in a single transaction or in successive multiple transactions)
effectively transfers the controlling interest of Company to an
unrelated third party(ies) (as defined under the attribution rules
of Code Sections 318 and 414) and said change results in the
unrelated third party(ies) owning more than fifty percent (50%) of
the fair market value or the total voting power of the stock of
Company. In addition to the foregoing, the Change of Control must
satisfy the provisions of Q & A-11 through 14 of IRS Notice
2005-1 and IRS. Reg. 1.409A-3(i)(5) and subsequent guidance.
2.05 Code means the Internal
Revenue Code of 1986, as amended.
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2.06 Committee or
Administrative Committee means the committee described in
Section 15. 2.07 Company
means Isabella Bank Corporation, Isabella Bank or their respective
successor or successors, and any other entity whose Board of
Directors authorizes participation in this Plan where Isabella by
its Board of Directors has approved such participation.
2.08 Deferred Compensation Account
or Account means the bookkeeping account maintained on behalf
of Participant to record Company contributions made pursuant to
Section 4.01. 2.09
Disability means Participant is:
(a) unable
to engage in any substantial gainful activity by reason of any
medically determinable or physical or mental impairment which can
be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or
(b) by
reason of any medically determinable or physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering
Employees of Company. 2.10 Early
Retirement Age means Participant’s attainment of age 55.
2.11 Effective Date means
July 1, 2008, the date on which the provisions of this
restated Plan become effective. 2.12
Employee means an individual who is employed by Company on
January 1, 2007, and who is a participant in Company’s
frozen Executive Supplemental Income Agreement, provided the
individual is an officer of Company and has completed at least ten
(10) years of service with Company as of December 31,
2006. Company has sole and exclusive discretion to add new
Participants to the Plan by authorizing such participation pursuant
to action of Company’s Board of Directors.
2.13 Just Cause means that
Company has determined in its sole and exclusive discretion that
Participant has engaged in theft, fraud, embezzlement or willful
misconduct. In the event Participant is discharged for Just Cause,
Participant agrees to consent to the revocation of the benefit
payable under the Plan. In the event of such revocation, this Plan
shall be null and void with respect to the affected Participant,
and the Participant shall not have a claim under the Plan against
Company. 2.14 Normal Retirement
Age means Participant’s attainment of age 65.
2.15 Participant means an
Employee who participates in the Plan.
2.16 Plan means the Isabella
Bank Corporation Retirement Bonus Plan, as amended from time to
time.
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2.17 Plan Year means the
consecutive 12-month period beginning on January 1 and ending on
December 31. 2.18
Retirement means, with respect to a Participant, severance
from service with Company for any reason on or after the attainment
of Early Retirement Age; provided, however, with respect to a
Participant who is entitled to a distribution on account of
Participant’s Disability or Separation From Service,
Retirement means the later of attainment of Early Retirement Age or
Participant’s actual severance date.
2.19 Separation From Service
means Participant’s severance of employment with Company
either voluntarily or involuntarily without Just Cause, within the
30-day period preceding or the 12-month period following a Change
of Control. 2.20 Similar
Arrangement means an agreement, method, program or other
arrangement sponsored by the Company with respect to which
deferrals are treated as having been deferred under a single plan
under IRS Reg. 1.409A-1(c)(2). Section 3.
Participation/Establishment of Accounts .
3.01 Initial Participation .
Any individual who was an eligible Employee on January 1,
2007, commenced participation in the Plan on said date.
3.02 Subsequent Participation
. Any individual who becomes eligible to participate in the Plan
after the Effective Date shall commence participation in the Plan
on the date the Committee determines, in its sole discretion.
3.03 Accounts . Company agrees
to create a Deferred Compensation Account to be maintained on the
books of Company in the name of each Participant, as described in
Section 4 below. Section 4. Allocations to
Account . 4.01 Company
Contributions . Each Participant who commences participation in
the Plan on January 1, 2007, had an initial amount credited to
his Deferred Compensation Account on said date. Subsequent amounts
shall be credited to Participant’s Deferred Compensation
Account on each Allocation Date thereafter. The amount of the
initial allocation and Participant’s annual allocation shall
be determined pursuant to a payment schedule adopted in the sole
and exclusive discretion of the Board of Directors, as set forth in
the Addendum to this Plan, as amended from time to time. Following
the initial allocation, one-fourth (1/4) of each annual allocation
shall be credited to Participant’s Deferred Compensation
Account on the applicable Allocation Date, provided Participant is
employed by Company on the Allocation Date.
4.02 Earnings Allocation .
Subject to Section 10, amounts credited to Participant’s
Deferred Compensation Account shall be adjusted on each Allocation
Date for earnings as described in this Section 4.02. Such
adjustments shall continue quarterly until the date when all
benefits payable under the Plan have been distributed to
Participant. The income allocated to
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Participant’s Deferred Compensation Account shall be the
mid-term applicable federal rate (as defined in Code
Section 1274(d)) for January 1 of the calendar year in which
the income is credited, such interest to be compounded annually.
Company does not guarantee the
preservation of the principal amount credited to
Participant’s Account or a minimum rate of return on any such
investments. Section 5. Vesting .
Subject to satisfying the
distribution events set forth in Section 6 below,
Participant’s interest in his Deferred Compensation Account
shall be 100% vested and nonforfeitable upon the first to occur of
a Participant’s Retirement, Separation From Service or
experiencing a Disability. Notwithstanding the provisions of
Section 4.01, in the event of Participant’s Separation
From Service or Disability, Participant’s interest in his
Deferred Compensation Account balance shall be the amount he would
have received at Early Retirement Age had he continued to
participate in the Plan and retired upon reaching Early Retirement
Age; provided, however, if the Participant elects a delayed
distribution date (not to exceed the Participant’s attainment
of Normal Retirement Age), in accordance with Section 6.02,
Participant’s vested interest in his Deferred Compensation
Account shall be the amount he would have received on the delayed
distribution date had he continued to participate in the Plan and
retired on the delayed distribution date. Section 6.
Commencement of Distribution .
6.01 Distribution Dates . The
form and manner in which distributions will be made from the Plan
shall be determined in accordance with Section 7 below. No
amount standing from time to time to the credit of Participant in
his Deferred Compensation Account shall be assignable or alienable
by Participant, nor may any such payment be used as collateral or
in any other fashion by Participant prior to payment by Company.
Subject to Section 6.03 below, no amount standing from time to
time to the credit of Participant in his Deferred Compensation
Account shall be payable to Participant until the earliest of the
following distribution dates:
(a) Participant’s
Retirement date;
(b) The
date of Participant’s Separation From Service; or
(c) The
date of Participant’s termination of employment on account of
his Disability. 6.02 Time of
Distribution . When the amounts credited to Participant’s
Deferred Compensation Account become payable pursuant to
Section 6.01 (a) or (b) above, distribution of such
benefit shall begin on the first day of the seventh month after the
first Allocation Date that immediately follows the earliest
distribution date, or as soon as administratively practicable
thereafter. Distribution of a benefit payable pursuant to
Section 6.01(c) above shall begin on the first day of the
first month after the Allocation Date that immediately follows the
event, or as soon as administratively possible thereafter.
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Notwithstanding
the foregoing, Participant may elect a delayed distribution date.
The delayed distribution date may be a specific future date or the
attainment of a specified age by the Participant (not to exceed the
Participant’s attainment of age 65), so long as the delayed
distribution date is:
(a) requested
at least twelve (12) months prior to the earliest distribution
date;
(b) the
election does not take effect until at least twelve
(12) months after the date on which the election is made; and
(c) the
payment is postponed for a period of not less than five
(5) years from the date the payment would otherwise have been
made. 6.03 Accelerating the Time
of Payment . Notwithstanding the distribution dates set forth
in Section 6.01 above, an early distribution may be made as
soon as administratively possible in accordance with IRS Reg.
1.409A-3(j)(4) and subsequent guidance following the occurrence of
any of the following events :
(a) to
fulfill the requirements of a domestic relations order;
(b) as
necessary to comply with a certificate of divestiture as defined in
Code Section 1043(b)(2);
(c) to
make payment of certain employment and/or income taxes;
(d) de
minimis cashout amounts not exceeding $10,000; or
(e) certain
arrangement terminations of the Plan as described in
Section 11 below. In the case of
an accelerated payment due to Section 6.03(a) above, a payment
under the Plan may be made to an individual other than the
Participant to the extent necessary to fulfill the terms of a
domestic relations order that is issued by a court of competent
jurisdiction. The Plan’s rules regarding changes in the time
and form of payment do not apply to changes in the time and form of
payment that are required by such a domestic relations order, so
long as the payment that is made pursuant to the domestic relations
order will be made to the alternate payee who is named in the
domestic relations order and not to the Participant. The Plan will
make such a payment at the time and in the form specified in the
domestic relations order. If the domestic relations order requires
that the alternate payee be given an election as to the time and
form of payment, the Plan will follow such an alternate
payee’s election of a time and form of payment so long as the
alternate payee makes said election in accordance with the
Plan’s rules and procedures relating to time and form of
payment elections. The Plan may make such a payment to someone
other than a Participant pursuant to a domestic relations order
only with regard to deferrals resulting from Compensation paid for
services that were rendered after December 31, 2004, and
investment gains and losses thereon. The Participant to whom the
domestic relations order relates must pay to the Company whatever
amount is charged by the Company for processing the domestic
relations order and making the payment to someone other than
the
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Participant. This payment to the Company cannot be deducted from
the amount credited to the Participant’s Plan Account.
6.04 Delaying Payments Under
Certain Circumstances . A payment may be delayed
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