Exhibit 10.10
AMERIANA BANK, SB
Salary Continuation Plan
AMERIANA BANK, SB
SALARY CONTINUATION
PLAN
THIS SALARY
CONTINUATION PLAN (this “Agreement”) is adopted this
18 th day of December, 2008,
effective as of January 1, 2008, by and between AMERIANA BANK,
SB, a state chartered savings bank located in New Castle, Indiana
(the “Bank”), and Timothy G. Clark (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 Bank. 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.
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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“
Account Value ” means the amount shown on Schedule A
under the heading Account Value. The parties expressly acknowledge
that the Account Value may be different than the liability that
should be accrued by the Bank, under Generally Accepted Accounting
Principles (“GAAP”), for the Bank’s obligations
under this Agreement. The Account Value on any date other than the
end of a Plan Year shall be determined by adding the prorated
increase attributable for the current Plan Year to the Account
Value for the previous Plan Year.
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1.2
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“
Beneficiary ” means each designated person or entity,
or the estate of the deceased Executive, entitled to any benefits
upon the death of the Executive pursuant to Article 4.
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1.3
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“
Beneficiary Designation Form ” means the form
established from 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 ” means the Board of Directors of the Bank as
from time to time constituted.
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1.5
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“
Change in Control ” means a change in the ownership or
effective control of the Bank, or in the ownership of a substantial
portion of the assets of the Bank, as such change is defined in
Code Section 409A and regulations thereunder.
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1.6
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“
Code ” means the Internal Revenue Code of 1986 as
amended from time to time.
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AMERIANA BANK, SB
Salary Continuation Plan
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1.7
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“
Disability ” means the Executive: (i) is unable
to engage in any substantial gainful activity by reason of any
medically determinable 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 twelve (12) months; or
(ii) is, by reason of any medically determinable 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 twelve
(12) months, receiving income replacement benefits for a
period of not less than three (3) months under an accident and
health plan covering employees or directors of the Bank. Medical
determination of Disability may be made by either the Social
Security Administration or by the provider of disability insurance
covering employees or directors of the Bank provided that the
definition of “disability” applied under such insurance
program complies with the requirements of the preceding sentence.
Upon the request of the Plan Administrator, the Executive must
submit proof to the Plan Administrator of the Social Security
Administration’s or the provider’s
determination.
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1.8
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“
Effective Date ” means January 1,
2008.
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1.9
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“
Holding Company ” means AMERIANA BANCORP.
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1.10
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“
Involuntary Early Termination ” means that the
Executive, prior to Normal Retirement Age, has been notified in
writing, that employment with the Company is terminated for reasons
other than an approved leave of absence, Termination for Cause,
Change of Control or Voluntary Termination.
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1.11
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“
Normal Retirement Age ” means the Executive’s
age sixty five (65).
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1.12
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“
Normal Retirement Date ” means the later of Normal
Retirement Age or Separation from Service.
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1.13
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“ Plan
Administrator ” means the Board or such committee or
person as the Board shall appoint.
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1.14
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“ Plan
Year ” means each twelve (12) month period
commencing on January 1 and ending on December 31 of each
year. The initial Plan Year shall commence on the Effective Date of
this Agreement and end on the following
December 31.
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1.15
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“
Schedule A ” means the schedule attached to this
Agreement and made a part hereof. Schedule A shall be updated upon
a change in any of the benefits under Articles 2 or 3.
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1.16
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“ Separation from
Service ” means termination of the Executive’s
service with the Bank for reasons other than death or Disability.
Whether a Separation from Service has occurred is determined in
accordance with the requirements of Code Section 409A based on
whether the facts and circumstances indicate that the Bank and
Executive reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide
services the Executive would perform after such date (whether as
an
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2
AMERIANA BANK, SB
Salary Continuation Plan
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employee or as an independent
contractor) would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services
performed (whether as an employee or an independent contractor)
over the immediately preceding thirty-six (36) month period
(or the full period of services to the Bank if the Executive has
been providing services to the Bank less than thirty-six
(36) months).
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1.17
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“
Specified Employee ” as defined by the Code, means an
employee who at the time of Separation from Service is a key
employee of the Bank, if any stock of the Bank is publicly traded
on an established securities market or otherwise. For purposes of
this Agreement, an employee is a key employee if the employee meets
the requirements of Code Section 416(i)(1)(A)(i), (ii), or
(iii) (applied in accordance with the regulations thereunder
and disregarding section 416(i)(5)) at any time during the twelve
(12) month period ending on December 31 (the
“identification period”). If the employee is a key
employee during an identification period, the employee is treated
as a key employee for purposes of this Agreement during the twelve
(12) month period that begins on the first day of April
following the close of the identification period.
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1.18
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“
Termination for Cause ” means Separation from Service
for:
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(a)
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Gross
negligence or gross neglect of duties to the Bank;
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(b)
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Conviction of a
felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s service with the Bank;
or
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(c)
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Fraud,
disloyalty, dishonesty or willful violation of any law or
significant Bank policy committed in connection with the
Executive’s service and resulting in a material adverse
effect on the Bank.
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1.19
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“
Voluntary Early Termination ” means that the
Executive, prior to Normal Retirement Age, has terminated
employment with the Company for reasons other than Termination for
Cause, Disability, Change of Control or Involuntary
Termination.
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Article 2
Distributions During
Lifetime
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2.1
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Normal
Retirement Benefit . Upon
Separation from Service after attaining Normal Retirement Age, the
Bank shall distribute to the Executive the benefit described in
this Section 2.1 in lieu of any other benefit under this
Article.
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2.1.1
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Amount of
Benefit . The annual
benefit under this Section 2.1 is Thirty Six Thousand Dollars
($36,000).
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2.1.2
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Distribution
of Benefit . The Bank
shall distribute the annual benefit to the Executive in twelve
(12) equal monthly installments commencing on the first day of
the month following Separation from Service. The annual benefit
shall be distributed to the Executive for fifteen
(15) years.
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3
AMERIANA BANK, SB
Salary Continuation Plan
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2.2
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Voluntary
Early Termination Benefit . Upon Voluntary Early Termination, the Bank
shall distribute to the Executive the benefit described in this
Section 2.2 in lieu of any other benefit under this
Article.
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2.2.1
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Amount of
Benefit . The benefit
under this Section 2.2 is one hundred percent (100%) of
the Account Value determined as of the end of the month preceding
Separation from Service subject to the Vesting
Percentage.
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Date Which Separation from Service
Occurs
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Vesting Percentage
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Prior to 01/01/2008
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40
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%
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01/01/2008 to 12/31/2008
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50
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%
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01/01/2009 to 12/31/2009
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60
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%
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01/01/2010 to 12/31/2010
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70
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%
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01/01/2011 to 12/31/2011
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80
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%
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01/01/2012 to 12/31/2012
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90
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%
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After 01/01/2013
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100
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%
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2.2.2
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Distribution
of Benefit . The Bank
shall distribute the benefit to the Executive in one hundred eighty
(180) equal monthly installments commencing on the first day
of the month following Normal Retirement Age.
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2.3
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Involuntary
Early Termination Benefit . Upon Involuntary Early Termination, the Bank
shall distribute to the Executive the benefit described in this
Section 2.3 in lieu of any other benefit under this
Article.
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2.3.1
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Amount of
Benefit . The benefit
under this Section 2.3 is one hundred percent (100%) of
the Normal Retirement Benefit under Section 2.1.1.
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2.3.2
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Distribution
of Benefit . The Bank
shall distribute the benefit to the Executive in one hundred eighty
(180) equal monthly installments commencing on the first day
of the month following Normal Retirement Age.
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2.4
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Disability
Benefit. If the Executive
experiences a Disability prior to Normal Retirement Age, the Bank
shall distribute to the Executive the benefit described in this
Section 2.4 in lieu of any other benefit under this
Article.
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2.4.1
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Amount of
Benefit. The benefit
under this Section 2.4 is one hundred percent (100%) of
the Account Value determined as of the end of the month preceding
such Disability.
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2.4.2
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Distribution
of Benefit . The Bank
shall distribute the benefit to the Executive in a lump sum within
thirty (30) days following the determination of
Disability.
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4
AMERIANA BANK, SB
Salary Continuation Plan
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2.5
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Change in
Control Benefit . If a
Change in Control occurs followed within twenty-four
(24) months by Separation from Service prior to Normal
Retirement Age, the Bank shall distribute to the Executive the
benefit described in this Section 2.5 in lieu of any other
benefit under this Article.
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2.5.1
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Amount of
Benefit. The benefit
under this Section 2.5 is one hundred percent (100%) of
the Account Value determined as of the end of the month preceding
Separation from Service.
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2.5.2
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Distribution
of Benefit . The Bank
shall distribute the benefit to the Executive in a lump sum within
thirty (30) days following Separation from Service.
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2.6
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Restriction
on Commencement of Distributions . Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a
Specified Employee, the provisions of this Section 2.6 shall
govern all distributions hereunder. If benefit distributions which
would otherwise be made to the Executive due to Separation from
Service are limited because the Executive is a Specified Employee,
then such distributions shall not be made during the first six
(6) months following Separation from Service. Rather, any
distribution which would otherwise be paid to the Executive during
such period shall be accumulated and paid to the Executive in a
lump sum on the first day of the seventh month following Separation
from Service. All subsequent distributions shall be paid in the
manner specified.
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2.7
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Distributions Upon Taxation of Amounts
Deferred . If, pursuant
to Code Section 409A, the Federal Insurance Contributions Act
or other state, local or foreign tax, the Executive becomes subject
to tax on the amounts deferred hereunder, then the Bank may make a
limited distribution to the Executive in a manner that conforms to
the requirements of Code section 409A. Any such distribution will
decrease the Executive’s benefits distributable under this
Agreement.
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2.8
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Change in
Form or Timing of Distributions . For distribution of benefits under this
Article 2, the Executive and the Bank may, subject to the terms of
Section 8.1, amend this Agreement to delay the timing or
change the form of distributions. Any such amendment:
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(a)
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may not
accelerate the time or schedule of any distribution, except as
provided in Code Section 409A;
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(b)
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must, for
benefits distributable under Sections 2.2 and 2.3 be made at least
twelve (12) months prior to the first scheduled
distribution;
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(c)
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must, for
benefits distributable under Sections 2.1, 2.2, 2.3 and 2.5, delay
the commencement of distributions for a minimum of five
(5) years from the date the first distribution was originally
scheduled to be made; and
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(d)
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must take
effect not less than twelve (12) months after the amendment is
made.
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5
AMERIANA BANK, SB
Salary Continuation Plan
Article 3
Distribution at
Death
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3.1
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Death During
Active Service . If the
Executive dies prior to Separation from Service, the Bank shall
distribute to the Beneficiary the benefit described in this
Section 3.1. This benefit shall be distributed in lieu of any
benefit under Article 2.
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3.1.1
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Amount of
Benefit . The benefit
under this Section 3.1 one hundred percent (100%) of the
Account Value determined as of the date of the Executive’s
death.
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3.1.2
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Distribution
of Benefit . The Bank
shall distribute the benefit to the Beneficiary in a lump sum on
the first day of the fourth month following the Executive’s
death. The Beneficiary shall be required to provide the
Executive’s death certificate to the Bank.
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3.2
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Death During
Distribution of a Benefit . If the Executive dies after any benefit
distributions have commenced under this Agreement but before
receiving all such distributions, the Bank shall distribute to the
Beneficiary the remaining benefits at the same time and in the same
amounts they would have been distributed to the Executive had the
Executive survived.
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3.3
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Death Before
Benefit Distributions Commence. If the Executive is entitled to benefit
distributions under this Agreement but dies prior to the date that
commencement of said benefit distributions are scheduled to be made
under this Agreement, the Bank shall distribute to the Beneficiary
the same benefits to which the Executive was entitled prior to
death, except that the benefit distributions shall be paid in the
manner specified in Section 3.1.2 and shall commence on the
first day of the fourth month following the Executive’s
death.
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Article 4
Beneficiaries
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4.1
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In
General . The Executive
shall have the right, at any time, to designate a Beneficiary to
receive any benefit distributions 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
designated under any other plan of the Bank in which the Executive
participates.
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4.2
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Designation
. 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. If the Executive names someone other than the
Executive’s spouse as a Beneficiary, the Plan Administrator
may, in its sole discretion, determine that spousal consent is
required to be provided in a form designated by the Plan
Administrator, executed by the Executive’s spouse and
returned to the Plan Administrator. The Executive’s
beneficiary designation shall be deemed automatically revoked if
the
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6
AMERIANA BANK, SB
Salary Continuation Plan
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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. Upon the
acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all 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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