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SALARY CONTINUATION AGREEMENT

Executive Compensation Plan Agreement

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: SALARY CONTINUATION AGREEMENT
Governing Law: Illinois     Date: 9/15/2009

SALARY CONTINUATION AGREEMENT, Parties: harvard illinois bancorp  inc.
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Exhibit 10.7

HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 28 th day of December, 2006, by and between HARVARD SAVINGS BANK, an Illinois corporation located in Harvard, Illinois (the “Bank”), and MICHAEL T. NEESE (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 any of the following:

 

 

(a)

Change in Control ” shall mean (i) a change in the ownership of the Bank, (ii) a change in the effective control of the Bank, or (iii) a change in the ownership of a substantial portion of the assets of the Bank, as described below.

 

 

(b)

A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation.

 

1


HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

 

(c)

A change in the effective control of the Bank occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Bank possessing 35 percent or more of the total voting power of the stock of such Bank, or (ii) a majority of the members of the Bank’s board of directors is replaced during any 12-month period by directors whose appointment or’election is not endorsed by a majority of the members of the Bank’s board of directors prior to the date of the appointment or election, provided that this subsection “(ii)” is inapplicable where a majority shareholder of the Bank is another corporation.

 

 

(d)

A change in a substantial portion of the Bank’s assets occurs on the date that any one person or more than one person acting as a group (as defined in Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal to or more man 40 percent of the total gross fair market value of (i) all of the assets of the Bank, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of Proposed Regulations section 1.409A-3(g)(5), except to the extent that such Proposed Regulations are superseded by subsequent guidance. Notwithstanding anything in this subsection to the Contrary, a Change in Control shall not be deemed to have occurred upon the conversion of the mutual holding company parent of the Bank’s stock holding company to stock form, or in connection with any reorganization used to effect such a conversion.

 

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 of this 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 an accident or health plan 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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HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

1.8

Early Involuntary Termination ” means that the Executive, prior to Normal Retirement Age, has experienced a Separation from Service, following receipt of a written notification from the Bank that such Separation from Service has occurred for reasons other than Termination for Cause, Disability, Early Voluntary Termination or following a Change of Control.

 

1.9

Early Voluntary Termination ” means that the Executive, prior to Normal Retirement Age, has experienced a Separation from Service for reasons other than Termination for Cause, Disability, Early Involuntary Termination, or following a Change of Control.

 

1.10

Effective Date ” means November 1, 2006.

 

1.11

Good Reason ” that the Executive, prior to Normal Retirement Age, for reasons other than death, Disability or Termination for Cause, experiences any of the following:

 

 

(a)

Without the Executive’s express written consent, the assignment to the Executive of any material duties or responsibilities inconsistent with the Executive’s positions, or a change in the Executive’s reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any of such positions;

 

 

(b)

A reduction by the Bank in the Executive’s base salary;

 

 

(c)

Without the Executive’s express written consent, the taking of any action by the Bank which would adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any benefit plans, or the failure by the Bank to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Bank in accordance with the Bank’s normal vacation policy in effect on the date hereof;

 

 

(d)

Any failure of the Bank to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Section 9.7 hereof; or

 

 

(e)

The Bank requiring the Executive to be based anywhere other than the Harvard, Illinois area except for required travel on the Bank business to an extent substantially consistent with the Executive’s present business travel obligations or, in the event the Executive consents to any relocation, the failure by the Bank to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executive’s principal residence in connection with such relocation and to indemnify the Executive against any loss realized on the sale of the Executive’s principal residence in connection with any such change of residence.

 

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HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

1.12

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

 

1.13

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

 

1.14

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

 

1.15

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.

 

1.16

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.

 

1.17

Separation from Service ” means the termination of the Executive’s employment with the Bank for reasons other than death. Whether a Separation from Service takes place is determined in accordance with the requirements of Code Section 409 A based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Bank and the Executive intended for the Executive to provide significant services for the Bank following such termination. A Separation from Service will not have occurred if:

 

 

(a)

the Executive continues to provide services as an employee of the Bank at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or, if employed less than three (3) years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three (3) full calendar years of employment (or, if less, such lesser period), or

 

 

(b)

the Executive continues to provide services to the Bank in a capacity other than as an employee of the Bank at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three (3) full calendar years of employment (or if less, such lesser period).

The Executive’s employment relationship will be treated as continuing intact while the Executive is on military leave, sick leave or other bona fide leave of absence if the period of such leave of absence does not exceed six (6) months, or if longer, so long as the Executive’s right to reemployment with the Bank is provided either by statute or by contract. If the period of leave exceeds six (6) months and there is no right to reemployment, a Separation from Service will be deemed to have occurred as of the first date immediately following such six (6) month period.

 

4


HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

1.18

Specified Employee ” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise, as determined by the Plan Administrator based on the twelve (12) month period ending each December 31 (the “identification period”) If the Executive is determined to be a Specified Employee for an identification period, the Executive shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of the fourth month following the close of the identification period.

 

1.19

Termination for Cause ” means Separation from Service for:

 

 

(a)

Gross negligence or gross neglect of duties to the Bank; or

 

 

(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 the Normal Retirement Date, 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 TWENTY-FIVE THOUSAND Dollars ($25,000).

 

 

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

 

2.2

Early Involuntary Termination Benefit . If Early Involuntary Termination occurs, or the Executive separates service for Good Cause, 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 Account Value determined as of the end of the month preceding Separation from Service, with such value annuitized using a six percent (6%) rate over the installment period in Section 2.2.2.

 

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HARVARD SAVINGS BANK

Salary Continuation Agreement

 

 

 

 

2.2.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive in one hundred eighty (180) consecutive, equal monthly installments commencing on the first day of the month following Separation from Service.

 

2.3

Early Voluntary Termination Benefit . If Early Voluntary 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 vested Account Value determined as of the end of the month preceding Separation from Service, with such value annuitized using a six percent (6%) rate over the installment period in Section 2.3.2. This benefit is determined by vesting the Executive in the Account Value, subject to the following vesting schedule.

 

First Day of Plan
Year

  

Vested Percentage

1

  

10%

2

  

20%

3

  

30%

4

  

40%

5

  

50%

6

  

60%

7+

  

100%

 

 

2.3.2

Distribution of Benefit . The Bank shall distribute the benefit to the Executive in one hundred eighty (180) consecutive, 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 which results in a Separation from Service 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 the annual 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 followed by the Executive’s Separation from Service, 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 benefit under this Section 2.4 is the annual Normal Retirement Benefit amount described in Section 2.1.1.

 

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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 Timing of Distribution . Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Separation from Service, the provisions of this Section 2.6 shall govern all distributions hereunder. Benefit distributions that are made due to a Separation from Service occurring while the Executive is a Specified Employee 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 the Separation from Service. All subsequent distributions shall be paid in the manner specified.

 

2.7

Distributions Upon Income Inclusion Under Code Section 409A . Upon any amount is required to be included in income by the Executive prior to receipt due to a failure of this Agreement to meet the requirements of Code Section 409A, the Executive may petition the Plan Administrator for a distribution of that portion of the amount the Bank has accrued with respect to the Bank’s obligations hereunder that is required to be included in the Executive’s income. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Bank shall distribute to the Executive immediately available funds in an amount equal to the portion of the amount the Bank has accrued with respect to the Bank’s obligations hereunder required to be included in income as a result of the failure of this Agreement t


 
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