Exhibit 10.27
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 February 13, 2002. Pursuant to
Subparagraph V (C) of the Agreement, the Bank and the Director
hereby adopt this 409A Amendment, effective January 1,
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.
Therefore, the following changes shall be made:
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1.
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Subparagraph I
(H), “Change of Control”, shall be deleted in its
entirety and replaced with the following Subparagraph I
(H):
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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 amended to insert
the word “quarterly” after the word “paid”
in the third sentence.
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4.
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Subparagraph II
(B), “Termination of Service”, shall be amended to
insert the word “quarterly” after the word
“paid” in the third sentence.
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5.
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Subparagraph II
(C), “Death”, shall be amended to insert the following
sentence at the end of the Subparagraph:
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Said payment due hereunder shall be
made on the first day of the second month following the death of
the Director.
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6.
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Subparagraph II
(E), “Disability Benefit”, shall be deleted in its
entirety and replaced with the following Subparagraph II
(E):
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Disability
Benefit:
In the event the Director becomes
Disabled, as defined herein, the Director, upon submission of
written documentation and verification of Disability satisfactory
to the Bank, shall receive one hundred percent (100%) of the
benefit amount provided in Subparagraph II (A) above in the
same form and with the same timing, except that payments shall
commence upon the Director’s attaining Normal Retirement Age.
“Disability” shall mean Director: (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)
