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Exhibit
10.11
AMERIANA BANK,
SB
SUPPLEMENTAL LIFE
INSURANCE AGREEMENT
THIS SUPPLEMENTAL LIFE
INSURANCE AGREEMENT (this “Agreement”) is adopted this
20 th day
of December, 2007 by and between AMERIANA BANK, SB, a
state-chartered savings bank located in New Castle, Indiana (the
“Bank”), and JEROME J. GASSEN (the
“Executive”).
The purpose of this Agreement
is to retain and reward the Executive by dividing the death
proceeds of certain life insurance policies which are owned by the
Bank on the life of the Executive with the designated beneficiary
of the Executive. The Bank will pay the life insurance premiums
from its general assets.
Article 1
Definitions
Whenever used in this
Agreement, the following terms shall have the meanings
specified:
| 1.1 |
“Bank’s Interest” means the benefit
set forth in Section 2.1. |
| 1.2 |
“Beneficiary” means each designated person,
or the estate of the deceased Executive, entitled to benefits, if
any, upon the death of the Executive. |
| 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 |
“Code” means the Internal Revenue Code of
1986, as amended. |
| 1.6 |
“Effective Date” means December 20,
2007. |
| 1.7 |
“Executive’s Interest” means the
benefit set forth in Section 2.2. |
| 1.8 |
“Insurer” means the insurance company
issuing the Policy on the life of the Executive. |
| 1.9 |
“Net Death Proceeds ” means the total death
proceeds of the Policy minus the greater of |
(i) the cash surrender value
or (ii) the aggregate premiums paid by the Bank.
| 1.10 |
“Plan Administrator” means the plan
administrator described in Article 10. |
| 1.11 |
“Po1icy” or “Policies”
means the individual insurance policy or policies adopted by the
Bank for purposes of insuring the Executive’s life under this
Agreement. |
Ameriana Bank, SB Supplemental Life
Insurance Agreement
| 1.12 |
“Separation from Service” means that the
Executive’s service, as an employee and independent
contractor, to the Bank and any member of a controlled group as
defined in Section 414 of the Code to which the Bank belongs,
has terminated for any reason, other than by reason of a leave of
absence approved by the Bank or the death of the
Executive. |
| 1.13 |
“Years of Service” means the twelve
(12) consecutive month period beginning five (5) years
after the Executive’s first day of service to the Bank and
any twelve (12) month anniversary thereof during the entirety
of which time the Executive is an employee of the Bank. Service
with a subsidiary or other entity controlled by the Bank before the
time such entity became a subsidiary or under such control shall
not be considered “credited service.” |
Article 2
Policy
Ownership/lnterests
| 2.1 |
Bank’s Interest . The Bank shall own the Policies
and shall have the right to exercise all incidents of ownership,
and the Bank may terminate a Policy without the consent of the
Executive. The Bank shall be the beneficiary of the remaining death
proceeds of the Policies after the Executive’s Interest is
determined according to Section 2.2. |
| 2.2 |
Executive’s Interest . The Executive, or the
Executive’s assignee, shall have the right to designate the
Beneficiary of an amount of death proceeds equal to eighty percent
(80%) of the Net Death Proceeds. The Executive shall also have
the right to elect and change settlement options with respect to
the Executive’s Interest by providing written notice to the
Bank and the Insurer. |
Article 3
Premiums and Imputed
Income
| 3.1 |
Premium Payment . The Bank shall pay all premiums due on
all Policies. |
| 3.2 |
Economic Benefit . The Bank shall determine the economic
benefit attributable to the Executive based on the life insurance
premium factor for the Executive’s age multiplied by the
aggregate death benefit payable to the Beneficiary. The “life
insurance premium factor’ is the minimum factor applicable
under guidance published pursuant to Treasury Reg. 1.61
-22(d)(3)(ii) or any subsequent authority. |
| 3.3 |
Imputed Income . The Bank shall impute the economic
benefit to the Executive on an annual basis, by adding the economic
benefit to the Executive’s W-2, or if applicable, Form
1099. |
Article 4
General
Limitations-Removal
Notwithstanding any provision
of this Agreement to the contrary, the Executive’s rights in
the Agreement shall terminate if the Executive is subject to a
final removal or prohibition order issued by an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit
Insurance Act (“FDIA”).
Ameriana Bank, SB Supplemental Life
Insurance Agreement
Article 5
Beneficiaries
| 5.1 |
Beneficiary . The Executive shall have the right, at any
time, to designate a Beneficiary to receive any benefits payable
under the Agreement upon the death of the Executive. The
Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designation under any other
Agreement of the Bank in which the Executive
participates. |
| 5.2 |
Beneficiary Designation; Change . The Executive shall
designate a Beneficiary by completing and signing the Beneficiary
Designation Form, and delivering it to the Bank or its designated
agent. The Executive’s beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the
Executive or if the Executive names a spouse as Beneficiary and the
marriage is subsequently dissolved. The Executive shall have the
right to change a Beneficiary by completing, signing, and otherwise
complying with the terms of the Beneficiary Designation Form and
the Bank’s rules and procedures, as in effect from time to
time. Upon the acceptance by the Bank of a new Beneficiary
Designation Form, all Beneficiary designations previously filed
shall be cancelled. The Bank shall be entitled to rely on the last
Beneficiary Designation Form filed by the Executive and accepted by
the Bank prior to the Executive’s death. |
| 5.3 |
Acknowledgment No designation or change in designation
of a Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Bank or its designated
agent. |
| 5.4 |
No Beneficiary Designation . If the Executive dies
without a valid designation of beneficiary, or if all designated
Beneficiaries predecease the Executive, then the Executive’s
surviving spouse shall be the designated Beneficiary. If the
Executive has no surviving spouse, the benefits shall be made
payable to the Executive’s estate. |
| 5 . 5 |
Facility of Payment . If the Bank determines in its sole
discretion that a benefit is to be paid to a minor, to a person
declared incompetent, or to a person incapable of handling the
disposition of that person’s property, the Bank may direct
payment of such benefit to the guardian or other legal
representative of the person’s estate or to any trust created
for the sole benefit of said person. The Bank may require proof of
incompetence, minority or guardianship as it may deem |
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