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HARVARD SAVINGS BANK SALARY CONTINUATION AGREEMENT

Executive Compensation Plan Agreement

HARVARD SAVINGS BANK SALARY CONTINUATION AGREEMENT | Document Parties: HARVARD ILLINOIS BANCORP, INC. You are currently viewing:
This Executive Compensation Plan Agreement involves

HARVARD ILLINOIS BANCORP, INC.

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Title: HARVARD SAVINGS BANK SALARY CONTINUATION AGREEMENT
Governing Law: Illinois     Date: 9/15/2009

HARVARD SAVINGS BANK SALARY CONTINUATION AGREEMENT, Parties: harvard illinois bancorp  inc.
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Exhibit 10.8

Harvard Savings Bank

Salary Continuation Agreement

 

 

 

HARVARD SAVINGS BANK

SALARY CONTINUATION AGREEMENT

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this 1 st day of January, 2008, by and between Harvard Savings Bank, a savings bank located in Harvard, Illinois (the “Bank”), and Donn Claussen (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:

 

1.1

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 obligation to the Executive 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.

 

1.2

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.

 

1.3

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.

 

1.4

Board ” means the Board of Directors of the Bank as from time to time constituted.

 

1.5

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.

 

1.6

Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.


Harvard Savings Bank

Salary Continuation Agreement

 

 

 

1.7

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.

 

1.8

Early Involuntary Termination ” means a Separation from Service (other than a Termination for Cause) prior to Normal Retirement Age due to the independent exercise of the unilateral authority of the Bank to terminate the Executive’s employment, other than due to the Executive’s implicit or explicit request, where the Executive was willing and able to continue performing services.

 

1.9

Early Voluntary Termination ” means Separation from Service before Normal Retirement Age except when such Separation from Service is due to death, Early Involuntary Termination or Termination for Cause.

 

1.10

Effective Date ” means January 1, 2008.

 

1.11

Normal Retirement Age ” means the Executive’s age sixty-five (65).

 

1.12

Normal Retirement Date ” means the later of Normal Retirement Age or Separation from Service.

 

1.13

Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

 

1.14

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.

 

1.15

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.

 

1.16

Separation from Service ” means termination of the Executive’s employment with the Bank for reasons other than death or Disability. Whether a Separation from Service has

 

2


Harvard Savings Bank

Salary Continuation Agreement

 

 

 

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 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).

 

1.17

Specified Employee ” 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)(l)(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.

 

1.18

Termination for Cause ” means Separation from Service for:

 

 

(a)

Gross negligence or gross neglect of duties to the Bank;

 

 

(b)

Conviction of a felony or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Bank; or

 

 

(c)

Fraud, disloyalty, dishonesty or willful violation of any law or significant Bank policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Bank.

Article 2

Distributions During Lifetime

 

2.1

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.

 

 

2.1.1

Amount of Benefit . The annual benefit under this Section 2.1 is Fifty Two Thousand Dollars Dollars ($52,000).

 

 

2.1.2

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 the Normal Retirement Date. The annual benefit shall be distributed to the Executive for fifteen (15) years.

 

3


Harvard Savings Bank

Salary Continuation Agreement

 

 

 

2.2

Early Voluntary Termination Benefit . If Early Voluntary Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

 

 

2.2.1

Amount of Benefit . The benefit under this Section 2.2 is the vested Account Value determined as of the end of the month preceding Separation from Service. This benefit is determined by vesting the Executive in ten percent (10%) of the Account Value at the beginning of the second Plan Year (January 2009), and an additional ten percent (10%) of said amount for each succeeding year thereafter until the Executive becomes one hundred percent (100%) vested in the Account Value.

 

 

2.2.2

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 Separation from Service.

 

2.3

Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

 

 

2.3.1

Amount of Benefit . The benefit under this Section 2.3 is the Account Value determined as of the end of the month preceding Separation from Service.

 

 

2.3.2

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 Separation from Service.

 

2.4

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.

 

 

2.4.1

Amount of Benefit . The benefit under this Section 2.4 is one hundred percent (100%) of the Normal Retirement Benefit described in Section 2.1.1.

 

 

2.4.2

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 Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years.

 

2.5

Change in Control Benefit . If a Change in Control occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

 

 

2.5.1

Amount of Benefit . The annual benefit under this Section 2.5 is the Normal Retirement Benefit amount described in Section 2.1.1.

 

4


Harvard Savings Bank

Salary Continuation Agreement

 

 

 

 

2.5.2

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 Normal Retirement Age. The annual benefit shall be distributed to the Executive for fifteen (15) years.

 

 

2.5.3

Parachute Payments . Notwithstanding any provision of this Agreement to the contrary, and to the extent allowed by Code Section 409A, if any benefit payment under this Section 2.5 would be treated as an “excess parachute payment” under Code Section 280G, the Bank shall reduce such benefit payment to the extent necessary to avoid treating such benefit payment as an excess parachute payment.

 

2.6

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.

 

2.7

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.

 

2.8

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:

 

 

(a)

may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A;

 

 

(b)

must, for benefits distributable under Sections 2.4 and 2.5 be made at least twelve (12) months prior to the first scheduled distribution;

 

 

(c)

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

 

 

(d)

must take effect not less than twelve (12) months after the amendment is made.

 

5


Harvard Savings Bank

Salary Continuation Agreement

 

 

 

Article 3

Distribution at Death

 

3.1

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.

 

 

3.1.1

Amount of Benefit . The benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.

 

 

3.1.2

Distribution of Benefit . The Bank shall distribute the annual benefit to the Beneficiary in twelve (12) equal monthly installments commencing on the first day of the fourth month following the Executive’s death. The annual benefit shall be distributed to the Beneficiary for fifteen (15) years. The Beneficiary shall be required to provide the Executive’s death certificate to the Bank.

 

3.2

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.

 

3.3

Death Before Benefit Distributions Commence . If the Executive


 
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