Exhibit 10.1
BANK OF
LUXEMBURG
2005 DIRECTOR
DEFERRED FEE AGREEMENT
THIS AGREEMENT is made as of the 31st day
of December, 2004, by and between BANK OF LUXEMBURG, a
state-chartered commercial bank, located in Luxemburg, Wisconsin
(the “Company”), and ____________ (the
“Director”).
INTRODUCTION
To encourage the Director to remain a
member of the Company’s Board of Directors, the Company is
willing to provide to the Director a deferred fee opportunity.
The Company will pay the Director’s benefits from the
Company’s general assets.
AGREEMENT
The Director and the Company agree as
follows:
Article 1
Definitions
Whenever used in this Agreement, the
following words and phrases shall have the meanings
specified:
1.1
“ Change of Control ”
means the transfer of shares of the Company’s voting common
stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent
of the Company’s outstanding voting common stock followed
within twelve (12) months by the Director’s Termination of
Service for reasons other than death, Disability or retirement;
provided that a Change of Control shall only be deemed to
have occurred for purposes of this Agreement if it would be deemed
a change in ownership or effective control of a corporation as
specified under Section 409A of the Code and the regulations and
guidance issued thereunder.
1.2
“ Code ” means the
Internal Revenue Code of 1986, as amended.
1.3
“ Deferral Account ”
means the Company’s accounting of the Director’s
accumulated Deferrals plus accrued interest.
1.4
“ Deferrals ” means
the amount of the Director’s Fees, which the Director elects
to defer according to this Agreement.
1.5
“ Disability ” means
the Director 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 12
months.
1.6
“ Distribution of Benefits
Form ” means the Form attached as Exhibit B.
1.7
“ Effective Date ”
means December 31, 2004.
1.8
“ Election Form ”
means the Form attached as Exhibit A.
1.9
“ Fees ” means the
total fees payable to the Director during a Plan Year.
1.10
“ Normal Retirement
Age ” means the Director’s 72 nd
birthday.
1.11
“ Normal Retirement
Date ” means the later of the Normal Retirement Age or
Termination of Service.
1.12
“ Plan Year ” means
the calendar year.
1.13
“ Projected Benefit ”
means the balance that would accumulate in the Director’s
Deferral Account between the Director’s date of death and
Normal Retirement Age if it is assumed that the Director: (1)
continued to defer Fees at the same rate that the Director had been
deferring Fees on the date of the Director’s death; and (2)
the Director reached Normal Retirement Age.
1.14
“ Termination of Service
” means that the Director ceases to be a member of the
Company’s Board of Directors for any reason, voluntary or
involuntary, other than by reason of a leave of absence approved by
the Company.
1.15
“ Unforeseeable
Emergency” means a severe financial hardship to a
Director resulting from an illness or accident of the Director, the
Director’s spouse, or of a dependent (as defined in Section
152(a) of the Code) of the Director, loss of the Director’s
property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Director.
Article 2
Deferral Election
2.1
Initial Election
. The Director shall make an
initial deferral election under this Agreement by filing with the
Company a signed Election Form by the Effective Date of this
Agreement. The Election Form shall set forth the amount of
Fees to be deferred and shall be effective to defer only Fees
earned after the date the Election Form is received by the
Company.
2.2
Election Changes
. Upon the Company’s
approval, the Director may modify the amount of Fees to be deferred
annually by filing a new Election Form with the Company prior to
the beginning of the Plan Year in which the Fees are to be
deferred. The modified deferral election shall not be
effective until the calendar year following the year in which the
subsequent Election Form is received and approved by the
Company.
Article 3
Deferral Account
3.1
Establishing and Crediting
. The Company shall establish a
Deferral Account on its books for the Director and shall credit to
the Deferral Account the following amounts:
3.1.1
Deferrals . The Fees deferred by the Director as of the time
the Fees would have otherwise been paid to the Director.
3.1.2
Interest . At the end of each Plan Year under this
Agreement and immediately prior to the payment of any benefits, but
only until commencement of the benefit payments under this
Agreement, unless otherwise stated, interest is to be credited on
the account balance at an annual rate equal to the sum of the
composite twenty-year AAA corporate bond rate as of January 1st of
each Plan Year as described at http://bonds.yahoo.com/rates.html or
any successor website thereto plus 100 basis points,
compounded monthly; however, the Board of Directors of the Company
may declare an alternative crediting rate on the first business day
of the Plan Year in lieu of the rate set forth herein.
3.2
Statement of Accounts
. The Company shall provide to the
Director, within 120 days after the end of each Plan Year, a
statement setting forth the Deferral Account balance.
3.3
Accounting Device Only
. The Deferral Account is solely a
device for measuring amounts to be paid under this Agreement.
The Deferral Account is not a trust fund of any kind. The
Director is a general unsecured creditor of the Company for the
payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Director's rights are not
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the
Director's creditors.
Article 4
Benefits During
Lifetime
4.1
Election Regarding Distribution of
Benefits . The Director
shall make an election regarding the distribution of benefits under
this Agreement by filing a signed Distribution of Benefits Form
with the Company by December 31, 2004. The Distribution of
Benefits Form shall set forth how the Director’s benefits
shall be paid out, by means of a lump sum or in a specific number
of equal monthly installments, and when the payment of the
Director’s benefits shall commence under this Agreement.
If a Director fails to make a timely election, the benefits
shall be paid in a single lump sum distribution. A lump sum
distribution shall be made no later than sixty (60) days after the
date of a Director’s Termination of Service or the
Director’s Normal Retirement Date, as the case may be.
The Director’s election regarding the distribution of
benefits shall be irrevocable when made and accepted by the Company
and shall not be subject to amendment or modification in any manner
whatsoever thereafter.
4.2
Normal Retirement Benefit
. Upon the Normal Retirement Date,
the Company shall pay to the Director the benefit described in this
Section 4.2 in lieu of any other benefit under this
Agreement.
4.2.1
Amount of Benefit
. The benefit under this Section
4.2 is the Deferral Account balance at the Director’s Normal
Retirement Date.
4.2.2
Payment of Benefit
. The Company shall pay the benefit
to the Director as elected on Exhibit B attached hereto or in the
event there is a failure to file such election, the Company shall
pay the Deferral Account balance in a lump sum distribution
commencing upon the Director’s Normal Retirement Date.
The Company shall continue to credit interest pursuant to
Section 3.1.2 on the remaining account balance during any
applicable installment period.
4.3
Early Retirement Benefit
. Upon Termination of Service prior
to the Normal Retirement Age for reasons other than death, Change
of Control or Disability, the Company shall pay to the Director the
benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.
4.3.1
Amount of Benefit
. The benefit under this Section 4.3 is
the Deferral Account balance at the Director’s Termination of
Service.
4.3.2. Payment of Benefit .
The Company shall pay the benefit to the Director as elected
on Exhibit B attached hereto or in the event there is a failure to
file such election, the Company shall pay the Deferral Account
balance in a lump sum distribution commencing upon the
Director’s Termination of Service. The Company shall
continue to credit interest pursuant to Section 3.1.2 on the
remaining account balance during any applicable installment
period.
4.4
Disability Benefit
. If the Director terminates
service as a Director due to Disability prior to Normal Retirement
Age, the Company shall pay to the Director the benefit described in
this Section 4.4 in lieu of any other benefit under this
Agreement.
4.4.1
Amount of Benefit
. The benefit under this Section
4.4 is the Deferral Account balance at the Director’s
Termination of Service.
4.4.2
Payment of Benefit
. The Company shall pay the benefit
to the Director as elected on Exhibit B attached hereto or in the
event there is a failure to file such election, the Company shall
pay the Deferral Account balance in a lump sum distribution
commencing upon the Director’s Termination of Service.
The Company shall continue to credit interest pursuant to
Section 3.1.2 on the remaining account balance during any
applicable installment period.
4.5
Change of Control Benefit
. Upon a Change of Control, the
Company shall pay to the Director the benefit described in this
Section 4.5 in lieu of any other benefit under this
Agreement.
4.5.1
Amount of Benefit
. The benefit under this Section
4.5 shall be the Deferral Account balance at the Director’s
Termination of Service.
4.5.2
Payment of B
