MFSF » Topics » MISCELLANEOUS

This excerpt taken from the MFSF 10-K filed Mar 16, 2007.

MISCELLANEOUS

11.1     No Effect on Directorship Rights.  Nothing contained herein will confer upon the Director the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise deal with the Director without regard to the existence of the Agreement. Pursuant to 12 C.F.R. § 563.39(b), the following conditions shall apply to this Agreement:

 

(1)

The Bank’s Board of Directors may remove the Director at any time, but any removal by the Bank’s Board of Directors other than removal for Cause shall not prejudice the Director’s vested right to compensation or other benefits under the contract. As provided in Section 4.3, the Director shall be paid the balance of his Elective Contribution Account in a lump sum within thirty (30) days of his removal in the event he is removed for Cause. He shall have no right to receive additional compensation or other benefits for any period after removal for Cause.

 

 

 

 

(2)

If the Director is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(I) of the Federal Deposit Insurance Act (12 U.S.C.1818(e)(3) and (g)(l)) the Bank’s obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Director all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or’ in part) any of its obligations which were suspended.




 

(3)

If the Director is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit Insurance Act (12 U.S.C.. 1818(e)(4) or (g)(l)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order, but vested rights of the Director shall not be affected.

 

 

 

 

(4)

If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default.

 

 

 

 

(5)

All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank:


 

(i)

by the Director or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in § 13(c} of the Federal Deposit Insurance Act; or

 

 

 

 

(ii)

by the Director or his designee, at the time the Director or his designee approves a supervisory merger to resolve problems related to operation of the. Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition.


 

          Any rights of the parties that have already vested, (i.e., the balance of his Elective Contribution Account), however, shall not be affected by such action.




11.2

State Law.     The Agreement is established under, and will be construed according to, the laws of the State of Indiana. .

 

 

11.3

Severability.     In the event that any of the provisions of this Agreement or portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable, effect will be given to the intent manifested in the provisions held invalid or inoperative, and (2) the validity and enforceability of the remaining provisions will not be affected thereby.

 

 

11.4

Incapacity of Recipient. In the event the Director is declared incompetent and a conservator or other person legally charged with the care of his person or, Estate is appointed, any benefits under the Agreement to which such Director is entitled shall be paid to such conservator or other person legally charged with the care of his person or Estate. . Except as provided above in this paragraph, when the Bank’s Board of Directors, in its sole discretion, determines that the Director is unable to manage his financial affairs, the Board may direct the Bank to make distributions to any person for the benefit of the Director.

 

 

11.5

Recovery of Estate Taxes.  If the Director’s gross estate for federal estate tax purposes includes any amount determined by reference to and on account of this Agreement, and if the Beneficiary is other than the Director’s estate, then the Director’s estate shall be entitled to recover from the Beneficiary receiving such benefit under the terms of the agreement, an amount by which the total estate tax due by Director’s estate, exceeds the total estate tax which would have been payable if the value of such benefit had not been included in the Director’s gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the Beneficiary has a liability hereunder, the Beneficiary may petition the Bank for a lump sum payment in an amount not to exceed the Beneficiary’s liability hereunder.




11.6

Unclaimed Benefit.  The Director shall keep the Bank informed of his current address and the current address of his Beneficiaries. If the location of the Director is not made known to the Bank within three (3) years after the date on which any payment of the Deferred Compensation Benefit may first be made, payment may be made as though the Director had died at the end of the three (3) year period. If, within one (1) additional year after such three (3) year period has elapsed, or, within three (3) years after the actual death of the Director, whichever occurs first, the Bank is unable to locate any Beneficiary of the Director, the Bank may fully discharge its obligation by payment to the Estate.

 

 

11. 7

Limitations on Liability.  Notwithstanding any of the preceding provisions of the Agreement, neither the Bank, nor any individual acting as an employee or agent of the Bank, or as a member of the Board of Directors shall be liable to the Director or any other person for any claim, loss, liability or expense incurred in connection with the Agreement.

 

 

11.8

Gender.  Whenever in this Agreement words are used in the masculine or neuter, gender, they shall be read and construed as in the masculine, feminine or neuter gender, whenever they should so apply.

 

 

11.9

Affect on Other Corporate Benefit Agreements.  Nothing contained in this Agreement shall affect the right of the Director to participate in or be covered by any qualified or non.-qualified pension, profit sharing group, bonus or other supplemental compensation or fringe benefit agreement constituting a part of the Bank’s existing or future compensation - structure.




11.10

Suicide.  Notwithstanding anything to the contrary in this Agreement, the benefits otherwise provided herein shall not be payable if the Director’s death results from suicide, whether sane or insane, within twenty-six (26) months after the execution of this Agreement. If the Director dies during this twenty-six (26) month period due t9 suicide, the balance of his Elective Contribution Account will be paid to the Director’s Beneficiary in a single payment. Payment is to be made within thirty (30) days after the Director’s death is declared a suicide by competent legal authority. Credit shall be given to the Bank for payments made prior to determination of suicide.

 

 

11.11

Headings. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed a part of this Agreement.

SECTION XII

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