Exhibit 10(xii)
MONROE BANCORP
EXECUTIVES' 2005 DEFERRED COMPENSATION PLAN
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ADOPTION OF
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MONROE BANCORP
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EXECUTIVES' 2005 DEFERRED COMPENSATION PLAN
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Pursuant to resolutions adopted by the Board of Directors of
Monroe
Bancorp (the "Company"), the undersigned officers of the Company
hereby adopt
Monroe Bancorp Executives' 2005 Deferred Compensation Plan,
effective as of
January 1, 2005, on behalf of the Company, in the form attached
hereto.
Dated this 17th day of November, 2005.
MONROE BANCORP
By: /s/ Mark D. Bradford
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Its: President,
CEO
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ATTEST:
By: /s/ Gordon M.
Dyott
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Its: Executive Vice
President and CFO
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MONROE BANCORP
EXECUTIVES' 2005 DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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PAGE
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Article I
INTRODUCTION......................................................................1
Section 1.1
Purpose......................................................1
Section 1.2
Effective Date; Plan
Year...................................1
Section 1.3
Administration...............................................1
Section 1.4
Employers and Affiliates.....................................1
Section 1.5
Supplements..................................................1
Section 1.6
Definitions..................................................1
Article II ELIGIBILITY AND
PARTICIPATION....................................................2
Article III CONTRIBUTIONS AND
ALLOCATIONS...................................................2
Section 3.1
Participant Deferral Contributions...........................2
Section 3.2
Deferral Elections...........................................3
Section 3.3
Plan Account.................................................4
Section 3.4
Investment Credits...........................................4
Section 3.5
Account Allocations..........................................4
Section 3.6
Military Service.............................................4
Article IV BENEFIT
PAYMENTS.................................................................4
Section 4.1
Time of Payment of Benefits..................................4
Section 4.2
Manner of Payment............................................5
Section 4.3
Manner of Payment Elections..................................6
Section 4.4
Vesting......................................................6
Section 4.5
Death of the Participant.....................................6
Section 4.6
Beneficiary Designations.....................................6
Article V BENEFIT
CLAIMS....................................................................6
Article VI FUNDING AND
TRANSFERS............................................................7
Section 6.1
Unfunded Status..............................................7
Section 6.2
Investments..................................................7
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Article VII AMENDMENT AND TERMINATION OF THE
PLAN...........................................7
Section 7.1
Amendment of the Plan........................................7
Section 7.2
Termination of the Plan......................................7
Article VIII
MISCELLANEOUS..................................................................7
Section 8.1
Governing Law................................................7
Section 8.2
Headings and Gender..........................................8
Section 8.3
Withholding of Taxes.........................................8
Section 8.4
Spendthrift Clause...........................................8
Section 8.5
Counterparts.................................................8
Section 8.6
No Enlargement of Employment Rights..........................8
Section 8.7
Limitations on Liability.....................................8
Section 8.8
Incapacity of Participant or Beneficiary.....................8
Section 8.9
Evidence.....................................................8
Section 8.10 Action by
Employers..........................................9
Section 8.11
Severability.................................................9
Section 8.12
Information to be Furnished by a Participant.................9
SUPPLEMENT A - CLAIM AND REVIEW
PROCEDURES.................................................10
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ARTICLE I
INTRODUCTION
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Section 1.1 Purpose.
The purpose of the Monroe Bancorp Executives'
2005 Deferred Compensation Plan (the "Plan") is to permit a select
group of
management or highly compensated employees of Monroe Bancorp (the
"Company"),
and of any other Employer under the Plan, to elect to defer
compensation from an
Employer. It is the intention of the Company that the Plan
constitute (i) an
unfunded arrangement for the purpose of providing deferred
compensation for a
select group of management or highly compensated employees for
purposes of Title
I of the Employee Retirement Income Security Act of 1974, as
amended and (ii) a
deferred compensation arrangement that complies with Section 409A
of the
Internal Revenue Code, as amended (the "Code"). Consequently, the
Plan will be
administered and its provisions interpreted consistently with that
intention.
Section 1.2 Effective Date; Plan Year. The "Effective Date" of the
Plan is January 1, 2005. The "Plan Year" is the 12-month period
beginning on
each January 1 and ending on the next following December 31.
Section 1.3 Administration. The Plan will be administered by
the
Compensation Committee of the Company's Board of Directors (the
"Administrator"). The Administrator, from time to time, may 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
Administrator will be
properly given or filed if delivered to or mailed, by registered
mail, postage
paid, to the Compensation Committee of the Board of Directors,
Monroe Bancorp,
210 East Kirkwood, Bloomington, Indiana 47408.
Section 1.4 Employers and Affiliates. Any Affiliate may adopt the
Plan
for the benefit of its employees with the Company's consent. For
purposes of
this Plan, the term "Affiliate" means the Company and any other
corporation or
trade or business whose employees are treated as being employed by
the Company
under Code Section 414(b), 414(c) 414(m) or 414(o). The Company and
each other
Affiliate that adopts the Plan are referred to as the "Employers"
and sometimes
individually as an "Employer."
Section 1.5
Supplements. The
provisions of the Plan may be modified by
supplements to the Plan. The terms and provisions of each
supplement are a part
of the Plan and supersede any other provisions of the Plan to the
extent
necessary to eliminate any inconsistencies between the supplement
and any other
Plan provisions.
Section 1.6 Definitions. The following terms are defined in
the Plan
in the following Sections:
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Term
Plan Section
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Account..................................... 3.3
Administrator............................... 1.3
Adverse Benefit Determination............... A-1
Affiliate................................... 1.4
Benefit Claim............................... A-1
Bonus....................................... 3.2(a)
Claimant.................................... A-1
Code........................................ 1.1
Company..................................... 1.1
Compensation................................ 3.1
Disabled.................................... 4.1
Effective Date.............................. 1.2
Employer.................................... 1.4
Investment Account.......................... 6.2
Participant Deferral Contribution........... 3.1
Plan........................................ 1.1
Plan Year................................... 1.2
Trust....................................... 6.1
ARTICLE II
ELIGIBILITY AND PARTICIPATION
-----------------------------
Any duly elected and serving executive officer of an Employer
is
eligible to become a Participant in the Plan provided the officer
is designated
as a Participant by the Administrator in writing. A designated
officer will
become a Participant as of the later of the Effective Date or the
date specified
by the Administrator. A Participant may be removed as an active
Participant by
the Administrator effective as of any date, so that he will not be
entitled to
make deferrals under Article III on or after that date.
ARTICLE III
CONTRIBUTIONS AND ALLOCATIONS
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Section 3.1 Participant Deferral Contributions. Subject to the terms
and limitations of this Article III, a Participant may elect,
pursuant to
Section 3.2, to have all or a portion of his Compensation payable
in any Plan
Year withheld by his Employer and credited as a "Participant
Deferral
Contribution" under this Plan. The term "contribution" is used for
ease of
reference; however, credits are merely credits to the Account,
which is a
bookkeeping account. The term "Compensation" for purposes of this
Plan means a
Participant's base salary, annual bonus and other cash compensation
designated
by the Administrator as eligible compensation that is payable by an
Employer.
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Section 3.2 Deferral Elections. Participant Deferral
Contributions
will be withheld from a Participant's pay in accordance with the
following terms
and conditions.
(a)
Requirement for Deferral Elections. As a condition to an
Employer's obligation to withhold and the Administrator's
obligation to credit Participant Deferral Contributions for
the benefit of a Participant pursuant to Section 3.1, the
Participant must complete and file a participation agreement
with the Administrator (in a format prescribed by the
Administrator). Provision may be made by the Administrator for
separate elections with respect to deferrals of Bonuses. For
purposes of this Plan, the term "Bonus" means a payment under
a performance-based compensation program with a performance
period of at least 12 months.
(b) Timing of
Execution and Delivery of Elections. To be effective
to defer any portion of a Participant's Compensation,
including a Bonus, a participation agreement must be filed
with the Administrator with respect to that Compensation on or
prior to the last day of the calendar year preceding the Plan
Year in which the services giving rise to the Compensation are
performed. For example, to defer Compensation payable with
respect to services performed during the 2006 Plan Year, an
election must be filed on or before December 31, 2005.
Notwithstanding the preceding sentence, a participation
agreement may be filed with the Administrator with respect to
a Bonus until a date that is no later than six months before
the end of the performance period for which the Bonus is
payable if the Bonus is not both substantially certain to be
paid and readily ascertainable at the time of the election.
For example, a participation agreement for a Bonus
attributable to the 2006 calendar year, payable in early 2007,
may be filed on or before June 30, 2006 so long as the Bonus
is not substantially certain to be paid and readily
ascertainable by that date.
(c) Initial
Eligibility. In the case of the first Plan Year in
which an individual becomes a Participant, the participation
agreement may be filed at any time within 30 days of the date
the individual becomes a Participant (rather than the date
specified under subsection (b)). This initial election will
only apply to Compensation, including a Bonus, paid for
services performed after the filing of the participation
agreement. This special initial eligibility election rule will
not apply if the Participant is or has been a participant in a
deferred compensation arrangement required to be aggregated
with this Plan under the rules of Section 409A.
(d)
Modification of Deferral Elections. Once made, a deferral
election will remain in effect, unless and until the election
is revoked or a new election filed. The revocation or new
election must be filed in accordance with the requirements of
subsection (b) above. No election may be changed for
Compensation payable for a Plan Year after the last day of the
election period described in subsection (b). For example, any
election in place for 2006 Compensation may not be changed
after December 31, 2005.
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Section 3.3 Plan Account. The Administrator will establish
and
maintain an "Account" under the Plan for each Participant and will
increase and
decrease a Participant's Account as provided in Section 3.5.
Section 3.4 Investment Credits. A Participant's Account will
be
increased or decreased to reflect the increase or decrease in the
value of the
Investment Account established for the Participant pursuant to
Section 6.2.
Section 3.5 Account Allocations. As of each accounting date,
each
Participant's Account will be:
(i) increased
by the amount credited to the Account under Section
3.1 since the last accounting,
(ii)
increased or decreased by the amount determined under Section
3.4 since the last accounting,
(iii)
decreased by any payment made under Article IV, and
(iv)
decreased by the expenses incurred for the administration and
maintenance of the Plan, in such amounts and at such times
determined by the Administrator.
The accounting date under this Section will be any date determined
by
the Administrator. However, the accounting required under this
Section must be
made
