These excerpts taken from the TAYC 10-K filed Mar 11, 2009.
7.1 Default in Payment. Any payment not made within ten (10) days after it is due in accordance with this Plan shall thereafter bear interest, compounded annually, at the prime rate from time to time in effect at the Bank or any successor thereto.
7.2 No Assignment. No interest of any Participant or spouse of any Participant or any other beneficiary under this Plan, or any right to receive payment hereunder, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, a Participant or spouse of a Participant or other beneficiary, including for alimony.
7.3 Disputes. Any dispute related to the interpretation or enforcement of the Plan shall be enforceable only by arbitration in Cook County, Illinois (or such other metropolitan area to which the Companys or Banks principal executive officers may be relocated if such relocation does not result in Good Reason for a Participant to terminate employment), in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, one of whom shall be selected by the Company, the second of whom shall be selected by the Participant and the third of whom shall be selected by the other two arbitrators. In the absence of the American Arbitration Association, or if for any reason arbitration under the arbitration rules of the American Arbitration Association cannot be initiated, or if one of the parties fails or refuses to select an arbitrator, or if the arbitrators selected by the Company and the Executive cannot agree on the selection of the third arbitrator within seven days after
such time as the Company and the Executive have each been notified of the selection of the others arbitrator, the necessary arbitrator or arbitrators shall be selected by the presiding judge of the court of general jurisdiction in the metropolitan area where arbitration under this Section would otherwise have been conducted. The arbitrators shall award to the Participant his or her reasonable legal fees and expenses in connection with any arbitration proceeding hereunder if (i) the arbitration is commenced by the Company, and the Company has no reasonable basis for initiating such proceeding, or (ii) the arbitration is commenced by the Participant, and the Participant prevails on the Participants claim in the arbitration proceeding. The arbitrators shall award to the Company its legal fees and expenses incurred in connection with any arbitration proceeding hereunder if the arbitration proceeding is commenced by the Participant, and the Participant has no reasonable basis for initiating such proceeding. The parties agree that the arbitration panel shall construe this paragraph to determine whether either party is entitled to recover its cost and fees hereunder. Any award entered by the arbitrators shall be formal, binding and nonappealable and judgment may be entered thereon by any party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable .
7.4 Effect on Other Plans, Agreements and Benefits. Except to the extent expressly set forth herein, any benefit or compensation to which a Participant is entitled under any agreement between the Participant and the Company or any of its Affiliates or under any plan maintained by the Company or any of its Affiliates in which the Participant participates or participated shall not be modified or lessened in any way, but shall be payable according to the terms of the applicable plan or agreement. Notwithstanding the foregoing, any benefits received by a Participant pursuant to this Plan shall be in lieu of any severance benefits to which the Participant would otherwise be entitled under any general severance policy or other severance plan maintained by the Company.
7.5 Notice. For the purpose of this Plan, notices and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given and effective when actually delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Company at its corporate headquarters address, and to the Participant (at the last address of the Participant on the Companys or Banks books and records), provided, that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary.
7.6 Employment Status. This Plan does not constitute a contract of employment or impose on the Participant or the Company or any of its Affiliates any obligation for the Participant to remain an employee or change the status of the Participants employment or the policies of the Company and its Affiliates regarding termination of employment.
7.7 Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Illinois, except as follows:
It is the intent of the Company that the Plan, as set forth herein, constitutes an employee benefit plan (within the meaning of Section 3(1) of ERISA) that is described in Section 201(2) of ERISA, and so complies only with the requirements of ERISA applicable to such a plan. Notwithstanding anything in this plan to the contrary, the Company further intends that to the extent
the Plan is subject to Section 409A of the Code, each provision in this Plan shall be interpreted to permit the deferral of compensation in accordance with Section 409A of the Code and any provision that would conflict with such requirements shall not be valid or enforceable.
It is also the intent of the Company that the Plan, as set forth herein, shall comply with Section 111(b) of the Economic Emergency Stabilization Act of 2008 and the related regulatory guidance (EESA) as long as said Section applies to the Company and this Plan. For that purpose, if any participant in this Plan is or becomes a senior executive officer as defined in said Section, then to the extent that any payment to such Participant under this Plan would constitute part of a golden parachute payment that is prohibited under EESA, the benefit payable to the Participant under this Plan shall be reduced to the extent necessary (before any other benefit or payment under any other employee benefit plan or individual agreement) to comply with EESA and preclude any benefit payment prohibited thereunder.
7.8 Captions. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.
7.9 Enforceability. The invalidity or unenforceability of any provisions of the Plan shall not affect the validity or enforceability of any other provision of the Plan.
7.10 Withholding. The Company may withhold from any amounts payable under the Plan such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
7.11 Action by Company or Bank. Any action required or permitted to be taken by the Company or Bank under the Plan shall be by resolution of its Board of Directors, by resolution of a duly authorized committee of its Board of Directors, or by a person or persons authorized by the Companys or Banks charter or by-laws or by resolution of its Board of Directors or such committee.
7.12 Waiver of Notice. Any notice required under the Plan may be waived by the person entitled to such notice.
7.13 Gender and Number. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, the singular shall include the plural, and the plural shall include the singular.
7.14 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.
7.15 Form of Notices, Elections, Consents, Etc. To the extent permitted by law, any notice or information given to, or any designation, election or consent made by, a Participant under the Plan may be given or made through such electronic medium (such as an automated telephone system, e-mail, or an internet or intranet web site) as shall be selected by the Company.
7.16 Named Fiduciary; Administration. The Company is the named fiduciary of the Plan, and shall administer the Plan, acting through the Compensation Committee of the Board, or its delegatee.
7.17 Unfunded Plan Status. This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 401 of ERISA. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one (1) or more grantor trusts, the assets of which are subject to the claims of the Companys creditors, to assist it in accumulating funds to pay its obligations under the Plan.
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IN WITNESS WHEREOF, the undersigned duly authorized member of the Compensation Committee of the Board has caused the foregoing Plan to be executed on behalf of the Company this 29th day of December, 2008.