Exhibit 10(aj)
FIRST VIRGINIA BANKS,
INC.
1986 KEY EMPLOYEE SALARY
REDUCTION DEFERRED COMPENSATION PLAN
FIRST VIRGINIA BANKS,
INC.
1986 KEY EMPLOYEE SALARY
REDUCTION DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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Section
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Page No.
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ARTICLE I
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Purpose of the Plan - Effective Date
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Section 1.01 Purpose
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1
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Section 1.02 Effective Date
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1
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ARTICLE II
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Definitions
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Section 2.01 Beneficiary
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1
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Section 2.02 Board of Directors
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1
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Section 2.03 Committee
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1
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Section 2.04 Compensation
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1
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Section 2.05 Corporation
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1
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Section 2.06 Deferred Compensation
Agreement
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1
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Section 2.07 Disability
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1
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Section 2.08 Employee
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2
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Section 2.09 Employer
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2
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Section 2.10 Highly Paid Employee
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3
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Section 2.11 Insurance Company
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3
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Section 2.12 Participant
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3
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Section 2.13 Pension Trust Plan
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3
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Section 2.14 Plan
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3
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Section 2.15 Plan Year
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3
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Section 2.16 Policy
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3
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Section 2.17 Reduction Period
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3
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Section 2.18 Secondary Beneficiary
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3
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ARTICLE III
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Administration
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Section 3.01 Administration
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3
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ARTICLE IV
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Eligibility
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4
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Section 4.01 Eligibility
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ARTICLE V
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Participation and Deferral
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Section 5.01 Participation
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4
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i
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Section 5.02 Deferral of Compensation
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4
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ARTICLE VI
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Benefits
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Section 6.01 Normal Retirement
Benefits
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5
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Section 6.02 Early Retirement
Benefits
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5
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Section 6.03 Termination of
Participation
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5
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Section 6.04 Pre-Retirement Survivor
Benefits
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6
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Section 6.05 Benefits After Payments Begin Under
This Plan
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6
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ARTICLE VII
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Discretionary Purchase of Policies
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Section 7.01 Discretionary Purchase of
Policies
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6
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Section 7.02 Interest of Participant
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6
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ARTICLE VIII
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Termination and Amendment
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Section 8.01 Termination and
Amendment
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7
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ARTICLE IX
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Claims Procedure
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Section 9.01 Determination
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7
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Section 9.02 Review
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7
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ARTICLE X
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Miscellaneous Provisions
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Section 10.01 General Undertaking
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8
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Section 10.02 Binds Heirs, etc
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8
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Section 10.03 No Guarantee of
Employment
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8
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Section 10.04 Nonalienation of
Benefits
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8
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Section 10.05 Withholding
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8
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Section 10.06 Gender and Number
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8
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Section 10.07 Titles and Headings
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8
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Section 10.08 Governing Law
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8
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Section 10.09 Prevention of Escheat
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8
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Section 10.10 Separability Clause
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9
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ii
FIRST VIRGINIA BANKS,
INC.
1986 KEY EMPLOYEE SALARY
REDUCTION DEFERRED COMPENSATION PLAN
Purpose of the Plan - Effective Date
Purpose. The purpose of this Plan is to provide key
Employees of First Virginia Banks, Inc. or its subsidiaries with
the opportunity to receive supplemental retirement benefits and to
provide for the payment of survivor benefits in the event of death
before the date on which retirement payments are scheduled to
commence under the Plan. An additional purpose is to establish a
method of paying additional compensation that will aid First
Virginia Banks, Inc. and its subsidiaries in continuing to attract
and retain as Employees persons whose abilities, experience and
judgment can contribute to the continued progress of First Virginia
Banks, Inc. and its subsidiaries.
Effective Date. This Plan shall be effective January 1,
1986.
Definitions
Beneficiary. Shall mean the person or persons designated by a
Participant in a Designation of Beneficiary Form filed with the
Corporation’s Secretary to receive payments under the Plan
after the Participant’s death.
Board of Directors. Shall mean the Board of Directors of the
Corporation, sometimes referred to as the Board.
Committee. Shall mean the Executive Committee of the
Board.
Compensation. Shall mean the basic rate of annual remuneration
being paid to an Employee. No bonuses, overtime pay, commissions or
other type of additions to basic remuneration shall be taken into
consideration.
Corporation. Shall mean First Virginia Banks, Inc. and its
successors and assigns.
Deferred Compensation Agreement.
Shall mean a written agreement
between a Participant and the Corporation, pursuant to which a
Participant agrees to a deferral of his compensation and the
Corporation agrees to pay retirement or survivor benefits in
accordance with the terms of the Plan and the agreement.
Disability. Shall mean the incapacity of a Participant by
reason of bodily injury or disease which prevents the Participant
from performing each and all the material duties of his own
occupation with the Employer or any occupation or employment for
wage or profit for which he is
reasonably qualified by education, training or
experience as determined by the Committee with the advice of one or
more physicians. A determination with respect to a
Participant’s Disability shall be as of the date on which the
Disability commenced.
Employee. Shall mean an individual who is employed by an
Employer and is on the payroll of such Employer.
Employer. Shall mean the Corporation and its
subsidiaries.
The term “Employer”
shall be used throughout this Plan to designate the respective
Employer entities unless the context demands otherwise, and each
Employer shall be deemed such only as to those Participants who are
on its payroll and in each case only to the extent of the
Compensation which it pays to each of those
Participants.
Highly Paid Employee. Shall mean an Employee who is receiving
Compensation equal to or greater than Forty Seven Thousand Five
Hundred Dollars ($47,500) or such other amount as may be
established from time to time by the Committee.
Insurance Company. Shall mean any legal reserve life insurance
company which shall issue a Policy in accordance with Article VII
of this Plan.
Participant. Shall mean an Employee who is eligible and
becomes covered under Articles IV and V of this Plan.
Pension Trust Plan. Shall mean the First Virginia Pension Trust Plan
as currently in effect and as the same may be amended from time to
time and any successor thereto or replacement thereof.
Plan. Shall mean the Corporation’s 1986 Key
Employee Salary Reduction Deferred Compensation Plan as set forth
herein and as it may be amended from time to time.
Plan Year. Shall mean a twelve (12) consecutive month
period which shall begin on January 1 and end on December
31.
Policy. Shall mean any life insurance policy purchased
by the Corporation on the life of a Participant.
Reduction Period. Shall mean a period of five (5) consecutive Plan
Years, the first period beginning January 1,1986 and ending on
December 31, 1990.
Secondary Beneficiary. Shall mean the person or persons designated by a
Participant in a Designation of Beneficiary Form filed with the
Corporation’s Secretary to receive payments under the Plan if
the Participant’s primary Beneficiary should predecease
Participant.
Administration
Administration. This Plan will be administered by and under the
direction of the Committee. The Committee shall adopt, and may from
time to time modify or amend, such rules and guidelines consistent
herewith as it deems necessary or appropriate for carrying out the
provisions and purposes of the Plan, which, upon its adoption and
so long as in effect, shall be deemed a part hereof to the same
extent as if set forth in the Plan (hereinafter referred to as the
“Administrative Guidelines”). If any matter pertaining
to the individual participation of a member of the Committee comes
up for action of the Committee, that member shall be disqualified
to act upon the particular matter, which matter shall be resolved
by the remaining members of the Committee. Any interpretation and
construction by the Committee of any provision of, and the
determination of any question arising under, the Plan, the
Administrative Guidelines, and any Deferred Compensation Agreement
under the Plan, shall be final and conclusive.
The Corporation shall maintain
accurate bookkeeping accounts with respect to each
Participant’s Compensation credited and deferred under his
Deferred Compensation Agreement.
Eligibility
Eligibility. Each Highly Paid Employee who is a key Employee
designated by the Committee and who satisfies such medical
requirements as the Committee may impose, shall be eligible to
participate in the Plan.
Participation and Deferral
Participation. An eligible Employee may become a Participant by
completing a Deferred Compensation Agreement and filing it with the
Corporation’s Secretary prior to the beginning of a Plan
Year. The effective date of participation will be the first day of
the Plan Year after the Deferred Compensation Agreement has been
filed. In the Deferred Compensation Agreement, the Participant must
indicate (a) the amount of Compensation the Participant wishes to
defer (which must be at least One Thousand Dollars ($1,000), and
must be in multiples of One Thousand Dollars ($1,000)), and (b) the
three specific Plan Years during the Reduction Period in which the
Participant wishes to defer. A Participant may redesignate the
specific Plan Years during the Reduction Period in which he wishes
to defer by entering into a new Deferred Compensation Agreement and
redesignating the new Plan Years on the new Deferred Compensation
Agreement, provided, however, that the new Deferred Compensation
Agreement is executed prior to the beginning of a redesignated Plan
Year. In this case, the new Deferred Compensation Agreement would
amend the old Agreement. Otherwise, the Deferred Compensation
Agreement is irrevocable and may not be amended prior to the
completion of the deferrals.
A Participant may increase the
amount deferred by entering into a new Deferred Compensation
Agreement for the increase amount, subject to approval of the
Committee. Execution of a new Deferred Compensation Agreement will
result in a new Reduction Period for the increased deferral amount.
A new Deferred Compensation Agreement will be in addition to, and
not supersede, any existing Deferred Compensation Agreement.
Participation in the Plan will be determined separately for each
Deferred Compensation Agreement.
Deferral of Compensation.
The Employer shall defer payment of
the Participant’s Compensation in the manner and amount
stated in his Deferred Compensation Agreement. Deferrals shall
cease automatically once a Participant has deferred the total
amount specified in his Deferred Compensation Agreement.
If a Participant is receiving
long-term disability benefits from the Corporation’s
Long-Term Disability Plan and suffers from a Disability during any
of the Plan Years in which deferments are to be made such that
Participant cannot continue his deferments as indicated
in
the Deferred Compensation Agreement, none of the
Participant’s benefits under the Plan shall be in any way
reduced solely because the Participant cannot defer while under
such a Disability. The Participant’s participation in the
Plan will continue as if the Participant continued to make, and the
Participant will be given credit for as if he had made, the
deferments during the period of the Disability. If the
Participant’s Disability ends prior to the Reduction Period,
the Participant must resume making deferments in accordance with
his Deferred Compensation Agreement.
Benefits
Normal Retirement Benefits.
A Participant who has made
sufficient deferrals for at least one Plan Year and who is
sixty-five (65) years old, shall be entitled to receive Normal
Retirement Benefits under this Plan. Normal Retirement Benefits
shall be equal to the amount specified in the Participant’s
Deferred Compensation Agreement multiplied by the ratio (expressed
to the nearest thousandth of a percent) of: (a) the amount of
deferrals the Participant has made pursuant to the terms of his
Deferred Compensation Agreement to (b) the total amount of
deferrals that the Participant indicated in his Deferred
Compensation Agreement he would make during the Reduction Period.
This amount shall be payable by the Corporation in fifteen (15)
equal annual payments. The first payment shall begin on the later
of: (a) the first day of the month following the last day of the
Reduction Period, or (b) the first day of the month following the
Participant’s sixty-fifth (65th) birthday, and subsequent
payments shall be made on the same day of each subsequent
year.
Early Retirement Benefits.
In lieu of Normal Retirement
Benefits, a Participant who has made sufficient deferrals for at
least one Plan Year and who is retired and eligible for an earlier
retirement benefit under the Pension Trust Plan may elect to
receive Early Retirement Benefits under this Plan. Early Retirement
Benefits shall be equal to the amount specified in the
Participant’s Deferred Compensation Agreement multiplied by
the ratio (expressed to the nearest thousandth of a percent) of:
(a) the amount of deferrals the Participant has made pursuant to
the terms of his Deferred Compensation Agreement to (b) the total
amount of deferrals that the Participant indicated in his Deferred
Compensation Agreement he would make during the Reduction Period.
This amount shall be payable by the Corporation in fifteen (15)
equal annual payments. The first payment shall begin on the later
of: (a) the first day of the month following the last day of the
Reduction Period, or (b) the first day of the month following the
date on which Participant retires under the earlier retirement
provisions under the Plan, and subsequent payments shall be made on
the same day of each subsequent year.
Termination of Participation.
A Participant’s participation
will be terminated under the Plan only by Participant’s
failure to complete deferrals for the first Plan Year that
Participant has designated in his Deferred Compensation Agreement
as the first Plan Year to defer, for any reason other than death.
If Participant’s participation is terminated, then he shall
receive a lump sum payment of the total amount of his Compensation
deferred within sixty (60) days after the first day of the month
following his termination of participation. The effective date of
termination shall be the date of termination of employment if
Employee’s employment is
8
terminated prior to completing deferrals for at
least one Plan Year; otherwise, the date of termination shall be
the first date of the next Plan Year following the first Plan Year
designated by Participant as the first Plan Year to
defer.
The transfer of a Participant from
the payroll of one of the Employers hereunder to the payroll of one
or more of the other Employers hereunder shall not be construed as
a termination of employment for purposes of this Plan.
Pre-Retirement Survivor Benefits.
Provided that a Participant’s
participation in the Plan has not been terminated and Participant
has not been paid any retirement benefits under his Deferred
Compensation Agreement, then, upon Participant’s death,
Participant’s Beneficiary (or Secondary Beneficiary, as the
case may be) shall be entitled to receive the pre-retirement
survivor benefits specified in the Participant’s Deferred
Compensation Agreement. This amount shall be payable by the
Corporation in fifteen (15) equal annual payments. The first
payment shall be made as of the first day of the second month
following the Participant’s death and subsequent payments
shall be made on the same day of each subsequent year.
Benefits After Payments Begin Under This
Plan. If a Participant
should die after having been paid at least one payment of
retirement benefits under either Section 6.01 or 6.02 of this Plan,
the Participant’s Beneficiary (or Secondary Beneficiary, as
the case may be) shall be entitled to receive the remaining
retirement benefits payable to Participant at the same time and in
the same manner as Participant would have received them.
If Participant’s Beneficiary
(or Secondary Beneficiary) should die after having been paid at
least one payment of survivor benefits, then the remaining survivor
benefits shall be paid pursuant to the Last Will and Testament of
the said Beneficiary (or Secondary Beneficiary) or in the absence
of such a Will being admitted to probate within one year from the
date of death, then to the Personal Representative of the said
Beneficiary (or Secondary Beneficiary). Such payments shall be made
at the same time and in the same manner as said Beneficiary (or
Secondary Beneficiary) would have received them.
Discretionary Purchase of Policies
Discretionary Purchase of Policies.
The Corporation may, but shall not
be required to, offset its obligations under this Plan through the
purchase of life insurance on the life of each Participant. Each
Participant agrees to cooperate in the securing of life insurance
on the Participant’s life by furnishing such information as
the Corporation and the Insurance Company may require, taking such
physical examinations as may be necessary and taking any other such
action as may be requested by the Corporation and the Insurance
Company to obtain such insurance coverage. If any Participant
refuses to cooperate in the securing of life insurance, the
Corporation shall have no further obligation to that Participant
under this Plan.
Interest of Participant. Neither the Participant nor any Beneficiary
shall have any interest in any Policy purchased under Section 7.01
nor in any other assets of the Corporation. The
Participant’s and Beneficiary’s only
interest hereunder shall be the right to receive the benefits
provided under the Plan. Nothing in this Plan shall be construed as
the creation by the Corporation of an escrow account or trust fund
or as any other form of asset segregation, it being the intention
and understanding of the parties that the Corporation’s
obligations under this Plan shall be unfunded and that the
Participant and any Beneficiary shall, as to claims under this
Plan, be no more than a general creditor of the
Corporation.
Termination and Amendment
Termination and Amendment.
The Board of Directors of the
Corporation reserves in its sole and exclusive discretion the right
at any time, and from time to time, to amend this Plan in any
respect or terminate this Plan without restriction and without the
consent of any Participant, Beneficiary, or Secondary Beneficiary,
provided, however, that neither termination nor any amendment of
the Plan may, without written approval of a Participant, reduce or
terminate any benefit to or in respect of a Participant under this
Plan.
Claims Procedure
Determination. The Committee shall be responsible for
determining all claims for benefits under this Plan. Within ninety
(90) days after receiving a claim, the Committee shall notify a
claimant of its decision. If the decision is adverse to the
claimant, the Committee shall advise him of the reasons for the
decision, of the Plan provisions involved, of any additional
information he must provide to perfect this claim and of his right
to request a review of the decision.
Review. A claimant may request a review of an adverse
decision by written request to the Committee made within sixty (60)
days after receipt of the decision. The review shall be conducted
by a separate committee consisting of three persons designated or
appointed by the Committee. The separate committee shall afford the
claimant a hearing and the opportunity to review all pertinent
documents and submit issues and comment orally and in writing and
shall render a review decision in writing all within sixty (60)
days after receipt of a request for a review. The claimant shall
receive written notice of the separate committee’s review
decision, together with specific reasons for the decision and
reference to the pertinent provisions of the Plan. The decision of
the review committee shall be final and binding on the Corporation
and Participant.
Miscellaneous Provisions
General Undertaking. All parties to this Plan and all persons
claiming any interest whatsoever hereunder agree to perform any and
all acts and execute any and all documents and papers which may be
necessary or desirable for the carrying out of this Plan or any of
its provisions.
Binds Heirs, etc. This Plan shall be binding upon the heirs,
executors, administrators, successors and assigns, as such terms
shall apply, of any and all parties hereto, present and
future.
No Guarantee of Employment.
Nothing contained h