Exhibit 10.31
409A Amendment
to the
East Carolina Bank
Director Supplemental Retirement
Plan Director Agreement for
East Carolina Bank
(“Bank”) and
(“Director”) originally entered into the East Carolina
Bank Director Supplemental Retirement Plan Director Agreement
(“Agreement”) on October 21, 2005, which was
subsequently amended on October 16, 2006. Pursuant to
Subparagraph V (C) of the Agreement, the Bank and the Director
hereby adopt this 409A Amendment, effective June 17,
2005.
RECITALS
This Amendment is intended to bring
the Agreement into compliance with the requirements of Internal
Revenue Code Section 409A. Accordingly, the intent of the
parties hereto is that the Agreement shall be operated and
interpreted consistent with the requirements of Section 409A.
In addition, the Amendment to the Director Supplemental
Retirement Plan Agreement Dated October 21, 2005 , entered
into on October 16, 2006, is hereby revoked in its entirety.
Therefore, the following changes shall be made:
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1.
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Subparagraph I
(I), “Change of Control”, shall be deleted in its
entirety and replaced with the following Subparagraph I
(I):
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Change in Control:
“Change in Control”
shall mean a change in ownership or control of the Bank as defined
in Treasury Regulation §1.409A-3(i)(5) or any subsequently
applicable Treasury Regulation.
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2.
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The following
provision regarding “Separation from Service”
distributions shall be added as a new subparagraph (K) under
Section I, as follows:
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Separation from
Service:
Notwithstanding anything to the
contrary in this Agreement, to the extent that any benefit under
this Agreement is payable upon a “Termination of
Employment,” “Termination of Service,” or other
event involving the Director’s cessation of services, such
payment(s) shall not be made unless such event constitutes a
“Separation from Service” as defined in Treasury
Regulations Section 1.409A-1(h).
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3.
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Subparagraph II
(A), “Retirement Benefits”, shall be deleted in its
entirety and replaced with the following Subparagraph II
(A):
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Retirement
Benefits:
Subject to Subparagraph II
(D) hereinafter, a Director who remains on the Board until
Normal Retirement Age (Subparagraph I [J]) shall be entitled to
receive the balance in the Pre-Retirement Account in one hundred
eighty (180) equal monthly installments commencing thirty
(30) days following the Director’s retirement. In
addition to these payments and commencing subsequent thereto, the
Index Retirement Benefit (as defined in Subparagraph I [F]) for
each Plan Year subsequent to the year that the Director begins
receiving the Index Retirement Benefits hereunder, and including
the remaining portion of the Plan Year following the year that the
Director begins receiving the Index Retirement Benefits hereunder,
shall be paid in equal monthly installments to the Director until
the Director’s death.
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4.
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Subparagraph II
(B), “Termination of Service”, shall be amended to
insert the word “annually” after the word
“paid” in the second sentence.
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5.
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Subparagraph II
(E), “Disability Benefit”, shall be amended to delete
the words “prior to any Termination of Service, and the
Director’s service with the Bank is terminated because of
such disability” from the firs
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