EXHIBIT 10.08
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THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
EXECUTIVES' DEFERRED COMPENSATION PLAN
EFFECTIVE DATE: JANUARY 1, 2005
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ADOPTION OF
THE NATIONAL BANK OF INDIANAPOLIS CORPORATION
EXECUTIVES' DEFERRED COMPENSATION PLAN
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Pursuant to resolutions adopted by the Board of Directors of
The
National Bank of Indianapolis Corporation,
an Indiana corporation (the
"Corporation"), the undersigned officers of
the Corporation hereby adopt The
National Bank of Indianapolis Corporation
Executives' Deferred Compensation
Plan, effective as of January 1, 2005, on
behalf of the Corporation, in the form
attached hereto.
Dated this 15th day of December, 2005.
THE NATIONAL BANK OF INDIANAPOLIS
CORPORATION
By: /s/ Michael S. Maurer
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Michael S. Maurer, Chairman
ATTEST:
/s/ David R. Frick
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David R. Frick, Secretary
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TABLE OF CONTENTS
Article I INTRODUCTION 1
Section 1.1
Purpose.................................................1
Section 1.2
Structure...............................................1
Section 1.3
Administration..........................................1
Section 1.4
Definitions.............................................2
Article II ELIGIBILITY 6
Section 2.1
Eligibility.............................................6
Section 2.2 No
Contract of Employment...............................6
Article III PARTICIPANT DEFERRALS AND
CORPORATION CONTRIBUTIONS................6
Section 3.1
Participant Deferrals...................................6
Section
3.2 Deferral
Elections......................................6
Section 3.3
Participant Deferral Limits.............................7
Section 3.4
Matching Contributions..................................7
Section 3.5
Supplemental Contributions..............................7
Section 3.6
Allocation of Deferrals and Contributions...............8
Section 3.7
Application of Earnings and Adjustment of Earnings
Rate....................................................8
Section 3.8
Adjustments to Bookkeeping Accounts.....................8
Section 3.9
Unsecured Contractual Rights............................9
Article IV VESTING AND
DISTRIBUTIONS...........................................9
Section 4.1
Vesting.................................................9
Section 4.2 Time
of Payment of Benefits............................10
Section 4.3 Form
of Payment of Benefits............................10
Section 4.4
Death of Participant and Beneficiary Designation.......10
Section 4.5
Repayment of Benefits..................................11
Article V PLAN
ADMINISTRATION.................................................11
Section 5.1
Administration by the Committee........................11
Section 5.2
Powers and Responsibilities of the Committee...........11
Section 5.3
Claims Procedure.......................................12
Section 5.4
Income and Employment Tax Withholding..................13
Article VI AMENDMENT AND
TERMINATION..........................................13
Section 6.1
Amendment of the Plan..................................13
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Section 6.2
Termination of the Plan................................13
Article VII
MISCELLANEOUS.....................................................13
Section 7.1
Gender and Number......................................13
Section 7.2
Severability...........................................13
Section 7.3
Governing Law..........................................13
Section 7.4
Headings...............................................14
Section 7.5
Evidence...............................................14
Section 7.6 No
Effect on Employment or Service.....................14
Section 7.7
Participation..........................................14
Section 7.8
Liability and Indemnification..........................14
Section 7.9
Nontransferability.....................................15
Section 7.10
Funding................................................15
Section 7.11
Incapacity of Participant or Beneficiary...............15
Section 7.12 Corporate
Successors...................................16
Section 7.13
Evidence...............................................16
Section 7.14 Action by
the Corporation..............................16
Section 7.15
Information to be Furnished by Participants............16
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ARTICLE I
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INTRODUCTION
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Section 1.1 Purpose. The purpose of The National Bank of
Indianapolis
Corporation Executives' Deferred
Compensation Plan (the "Plan") is to provide
executive officers of the Corporation's
wholly owned subsidiary, The National
Bank of Indianapolis (the "Bank"), with
deferred compensation benefits in
addition to benefits attributable to
compensation deferred under The National
Bank of Indianapolis 401(k) Savings Plan
(the "Savings Plan"). It is the
intention of the Corporation that the Plan
constitute an unfunded arrangement
maintained for the purpose of providing
deferred compensation for a select group
of management or highly compensated
employees for federal income tax purposes
and for purposes of Title I of the Employee
Retirement Income Security Act of
1974, as amended. Consequently, it will be
administered and its provisions
interpreted consistently with that
intention.
Section 1.2 Structure . The Plan is divided into three components,
as
follows:
(a) A
"Participant Deferral" component pursuant to which,
effective for Plan Years commencing on and after January 1,
2006, the Corporation may make a contribution to the Plan on
behalf of a Participant in accordance with a written deferral
agreement between the Participant and the Bank.
(b) A
"Matching Contribution" component pursuant to which,
effective for Plan Years commencing on and after January 1,
2006, Participant Deferrals can be matched by a contribution
made by the Corporation, as follows:
(i) A
specified match equal to 50 percent of Participant
Deferrals; and
(ii)
An additional, discretionary match in such amount as
may be determined by the Committee in its sole
discretion.
(c) A
"Supplemental Contribution" component pursuant to which,
effective for Plan years commencing on and after the Effective
Date, the Corporation may make a contribution to the Plan on
behalf of a Participant in such amount as may be determined by
the Committee in its sole discretion.
The term "contribution" is used in the Plan solely for ease of
reference. "Contributions" hereunder are merely credits to a
Participant's bookkeeping account.
Section 1.3 Administration. The Plan will be administered by
the
Committee. The Committee may, from time to
time, adopt any rules and procedures
it deems necessary or desirable for the
proper and efficient administration of
the Plan that are consistent with the terms
of the Plan. Any notice or document
required to be given or filed with the
Committee will be properly given or filed
if delivered to or mailed, by certified
mail, return receipt requested, postage
paid, to The National Bank of Indianapolis,
107 North Pennsylvania Street, Suite
700, Indianapolis, Indiana 46204,
Attention: Compensation Committee.
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Section 1.4 Definitions. Whenever the
initial letter of a word or phrase is
capitalized herein, the following words and
phrases will have the meanings
stated below unless a different meaning is
plainly required by the context:
(a) "Bank"
means The National Bank of Indianapolis, the wholly
owned subsidiary of the Corporation.
(b) "Base
Salary" means a Participant's annual base salary payable
by the Bank in cash for a Plan Year, unreduced by Participant
Deferrals or salary reduction contributions made on behalf of
the Participant under a plan which qualifies under Section
401(k), 132(f) and/or 125 of the Code.
(c) "Board"
means the Board of Directors of the Corporation.
(d) "Bonus"
means the annual bonus payable to a Participant, in
the Plan Year following the Plan Year to which the Bonus
relates, under the Bank's annual (i) Incentive Plan, and (ii)
Top
Management Discretionary Bonus Plan.
(e) "Cause"
means (i) action by a Participant involving willful
misconduct or gross negligence which is materially injurious
to the Corporation, (ii) the written requirement or direction
of a federal or state regulatory agency having jurisdiction
over the Company to terminate a Participant's employment,
(iii) conviction of a Participant of the commission of any
criminal offense involving dishonesty or breach of trust, or
(iv) any intentional breach by a Participant of a material
term, condition or covenant of his severance agreement with
the Corporation.
(f) "Change in
Control of the Corporation" means:
(i) A Change
in Control will occur on the date that any
person, or group of persons (as defined below),
acquires ownership of stock of the Corporation that,
together with any stock held by the person or group,
constitutes more than 50 percent of the total fair
market value or total voting power of the issued and
outstanding shares of the Corporation. However, if
any person or group is considered to own more than 50
percent of the total fair market value or total
voting power of the issued and outstanding stock of
the Corporation, the acquisition of additional stock
by the same person or group will not be considered to
cause a Change in Control. An increase in the
percentage of stock owned by any person or group as a
result of a transaction in which the Corporation
acquires its stock in exchange for property will be
treated as an acquisition of stock.
For purposes of this subsection (f), persons will not
be considered to be acting as a group solely because
they purchase or own stock at the same time. However,
persons will be considered to be acting as a group if
they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of
stock or similar business transaction with the
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Corporation. If a person, including an entity, owns
stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock or
similar transaction, such shareholder is considered
to be acting as a group with other shareholders in a
corporation prior to the transaction giving rise to
the change and not with respect to the ownership
interest in the other corporation.
(ii)
A Change in Control will occur when: (A) any person
or group acquires, or has acquired during the
12-month period ending on the date of the most recent
acquisition by such person(s), ownership of stock of
the Corporation which possesses 50 percent or more of
the total voting power of the Corporation's issued
and outstanding stock; or (B) a majority of members
of the Board is replaced during any 12-month period
by directors whose appointment or election is not
endorsed by a majority of the members of the Board
prior to the date of the appointment or election.
However, if any person or group is considered to
effectively control the Corporation, the acquisition
of additional control of the Corporation by the same
person(s) will not be considered to cause a Change in
Control.
(iii) A
Change in Control will occur on the date that any
person or group acquires, or has acquired during the
12-month period ending on the date of the most recent
acquisition by such person(s), assets from the
Corporation that have a total gross fair market value
equal to or more than 40 percent of the total gross
fair market value of all of the Corporation's assets
immediately prior to such acquisition(s). For
purposes of this paragraph (iii), "gross fair market
value" means the value of the assets of the
Corporation, or the value of the assets being
disposed of, determined without regard to any
liabilities associated with such assets.
Notwithstanding the foregoing provisions of this
paragraph (iii), there will be no Change in Control
under this paragraph (iii) in the case of a transfer
to an entity that is controlled by the shareholders
of the transferring corporation immediately after the
transfer; furthermore, a transfer of assets by the
Corporation is not treated as a Change in Control if
the assets are transferred to: (A) a shareholder of
the Corporation (immediately before the asset
transfer) in exchange for or with respect to his
stock; (B)
an entity, 50 percent or more of the total
value or voting power of which is owned, directly or
indirectly, by the Corporation; (C) a person, or
group of persons, that owns, directly or indirectly,
50 percent or more of the total value or voting power
of all of the Corporation's issued and outstanding
stock; or (D) an entity, at least 50 percent of the
total value or voting power of which is owned,
directly or indirectly, by a person or group
described in (C); furthermore, a transfer of assets
the proceeds of which are retained by the transferor
corporation(s) to finance continuing operations,
rather than distributed to shareholders, will be
disregarded for purposes of this paragraph (iii). For
purposes of this paragraph (iii) and except as
otherwise provided herein, a person's status will be
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determined immediately after the transfer of the
assets. For example, a transfer to a corporation in
which the transferor corporation has no ownership
interest before the transaction, but which is a
majority-owned subsidiary of the transferor
corporation after the transaction, will not be
treated as a Change in Control.
Notwithstanding the foregoing, a Change in Control of
the Corporation will not occur as a result of the issuance of
stock by the Corporation in connection with any private
placement offering of its stock or any public offering of its
stock.
(g) "Code"
means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation
thereunder will include such section, guidance issued by the
Internal Revenue Service or the Treasury Department with
respect to such section, any valid regulation promulgated
under such section, and any comparable provision of any future
law, legislation or regulation amending, supplementing or
superseding such section or regulation.
(h)
"Committee" means the Compensation Committee of the Board.
(i)
"Corporation" means The National Bank of Indianapolis
Corporation, the parent corporation of the Bank.
(j) "Earnings
Rate" means the monthly average constant rate of
interest on 10-year Treasury securities for the 12-month
period ended on September 30 of the year prior to the Plan
Year to which the Earnings Rate will apply, plus 150 basis
points.
(k) "Effective
Date" means January 1, 2005.
(l) "Matching
Contributions" means amounts credited by the
Corporation to a Participant's Matching Contribution Account
in accordance with Section 3.4.
(m) "Matching
Contribution Account" means that portion of a
Participant's individual bookkeeping account maintained in
accordance with Section 3.6. attributable to:
(i) Matching
Contributions allocated to such Participant
pursuant to Section 3.4; and
(ii)
Adjustments to his Matching Contributions Account,
reduced by any distributions from such account
pursuant to Article IV.
(n)
"Participant" means a salaried executive employee of the Bank
designated by the Committee as eligible to participate in the
Plan.
(o)
"Participant Deferral Account" means the portion of a
Participant's individual bookkeeping account maintained in
accordance with Section 3.6. attributable to
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(i)
Participant Deferrals allocated to such Participant
pursuant to Section 3.1; and
(ii)
Adjustments to his Participant Deferral Account,
reduced by any distributions from such account
pursuant to Article IV.
(p)
"Participant Deferrals" means amounts credited by the
Corporation to a Participant Deferral Account, at the election
of a Participant, in lieu of receiving Base Salary and/or
Bonus, pursuant to a written agreement between the Participant
and the Bank.
(q) "Plan"
means the deferred compensation plan embodied herein,
as amended from time to time, known as The National Bank of
Indianapolis Executives' Deferred Compensation Plan.
(r) "Plan
Year" means the 12-month period beginning each January 1
and ending on the following December 31.
(s)
"Supplemental Contribution Amount" means that portion of the
individual bookkeeping account maintained in accordance with
Section 3.6 attributable to
(i)
Supplemental Contributions allocated to such
Participant pursuant to Section 3.5; and
(ii)
The Adjustments to his Supplemental Contributions
Account, reduced by any distributions from such
account pursuant to Article IV.
(t)
"Supplemental Contributions" means amounts credited by the
Corporation to a Participant's Supplemental Contribution
Account in accordance with Section 3.5
(u) "Total and
Permanent Disability" means the inability of a
Participant 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. For purposes of this subsection (r), a Participant
who, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or
last for a continuous period of not less than 12 months, is
receiving income replacement benefits for a period of not less
than three months under an accident and health plan sponsored
by the Bank will be deemed to be Totally and Permanently
Disabled. The Committee will be the sole and final judge of
disability, as defined herein, after consideration of such
evidence as it may require, including the reports of such
physician or physicians as it may designate. Notwithstanding
the foregoing, a disability will not qualify under the Plan if
it is the result, as determined by the Committee in its sole
discretion, of (a) an intentionally self-inflicted injury or
an intentionally self-induced sickness, or (b) an injury or
disease contracted, suffered or incurred while participating
in a criminal offense. The determination of disability for
purposes of the Plan will not be construed to be an admission
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of a disability for any other purpose.
ARTICLE II
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ELIGIBILITY
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Section 2.1 Eligibility. Participation in the Plan is limited
to
members of a select group of management or
highly compensated employees of the
Bank who are designated by the Board or
Committee as a "Participant." A
Participant will commence participation in
the Plan as of the date specified by
the Board or Committee. A Participant may
be removed as an active Participant by
the Committee effective as of any date, so
that he will not be entitled to make
Participant Deferrals or receive
Corporation Matching Deferrals or Supplemental
Contributions on or after that date.
Section 2.2 No Contract of Employment. Neither the Plan nor any
deferral or contribution made hereunder
will constitute a contract of
employment. Participation in the Plan does
not give any Participant the right to
be retained in the employ of the Bank and
does not limit in any way the right of
the Board or the Bank to change the duties
or responsibilities of any employee
or to terminate the employment of any
employee.
ARTICLE III
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PARTICIPANT DEFERRALS AND CORPORATION CONTRIBUTIONS
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Section 3.1 Participant Deferrals. Effective for Plan Years
commencing
on and after January 1, 2006, subject to
the terms and limitations of this
Article III, a Parti
