WCBO » Topics » ARTICLE 2 DEFINITIONS

These excerpts taken from the WCBO DEFA14A filed Oct 28, 2009.
Definitions.  Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

 

(a)           382 Rights Plan” means a stockholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock).

 

(b)           Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

 

Definitions.  Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

 

(a)           382 Rights Plan” means a stockholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock).

 

(b)           Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

 

These excerpts taken from the WCBO 8-K filed Oct 28, 2009.
Definitions.  Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

 

(a)           382 Rights Plan” means a stockholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock).

 

(b)           Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

 

Definitions.  Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

 

(a)           382 Rights Plan” means a stockholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock).

 

(b)           Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

 

These excerpts taken from the WCBO 10-K filed Feb 24, 2009.

ARTICLE 2
DEFINITIONS

Words and phrases appearing in this SERP with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

                
2.1      ACCRUAL BALANCE means the benefit liability accrued by the Company under Article 6.



2.2      ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.
 
2.3      BENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this SERP.
 
2.4      BOARD means Bancorp’s Board of Directors.
 
2.5      CHANGE IN CONTROL AGREEMENT means the “Change In Control Agreement” effective January 1, 2004, between the Executive and the Company, as amended.
 
2.6      COMPENSATION COMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.
 
2.7      DISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.
 
2.8      EARLY INVOLUNTARY TERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:
 
  (i)      Termination for Cause;
                             
  (j)      Disability; or
 
  (k)      A Termination Event.
 
2.9      EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated employment with the Company for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10      EFFECTIVE DATE means the date first stated above (immediately below the title of this SERP). The effective date of this restated SERP, as amended, is January 1, 2009.
 
2.11      NORMAL RETIREMENT AGE means age 64.
 
2.12      NORMAL RETIREMENT DATE means the later of Normal Retirement Age or Termination of Employment.
 
2.13      PLAN YEAR means the calendar year, except for the first Plan Year which is a short year beginning August 1, 2003, and ending December 31, 2003.
 


2.14      TERMINATION EVENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.
              
2.15      TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.
 
2.16      TERMINATION OF EMPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.
 
2.17      YEAR OF SERVICE means a Plan Year in which the Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.

ARTICLE 2
DEFINITIONS

Words and phrases appearing in this SERP with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

                
2.1      ACCRUAL BALANCE means the benefit liability accrued by the Company under Article 6.



2.2      ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.
 
2.3      BENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this SERP.
 
2.4      BOARD means Bancorp’s Board of Directors.
 
2.5      CHANGE IN CONTROL AGREEMENT means the “Change In Control Agreement” effective January 1, 2004, between the Executive and the Company, as amended.
 
2.6      COMPENSATION COMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.
 
2.7      DISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.
 
2.8      EARLY INVOLUNTARY TERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:
 
  (m)      Termination for Cause;
                             
  (n)      Disability; or
 
  (o)      A Termination Event.
 
2.9      EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated employment with the Company for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10      EFFECTIVE DATE means the date first stated above (immediately below the title of this SERP). The effective date of this restated SERP, as amended, is January 1, 2009.
 
2.11      NORMAL RETIREMENT AGE means age 64.
 
2.12      NORMAL RETIREMENT DATE means the later of Normal Retirement Age or Termination of Employment.
 
2.13      PLAN YEAR means the calendar year, except for the first Plan Year which is a short year beginning August 1, 2003, and ending December 31, 2003.
 


2.14      TERMINATION EVENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.
              
2.15      TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.
 
2.16      TERMINATION OF EMPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.
 
2.17      YEAR OF SERVICE means a Plan Year in which the Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.

ARTICLE 2
DEFINITIONS

Words and phrases appearing in this SERP with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

                
2.1      ACCRUAL BALANCE means the benefit liability accrued by the Company under Article 6.



2.2      ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.
 
2.3      BENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this SERP.
 
2.4      BOARD means Bancorp’s Board of Directors.
 
2.5      CHANGE IN CONTROL AGREEMENT means the “Change In Control Agreement” effective March 5, 2007, between the Executive and the Company, as amended.
 
2.6      COMPENSATION COMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.
 
2.7      DISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.
 
2.8      EARLY INVOLUNTARY TERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:
 
  (q)      Termination for Cause;
                             
  (r)      Disability; or
 
  (s)      A Termination Event.
 
2.9      EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated employment with the Company for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10      EFFECTIVE DATE means the date first stated above (immediately below the title of this SERP). The effective date of this restated SERP, as amended, is January 1, 2009.
 
2.11      NORMAL RETIREMENT AGE means age 64.
 
2.12      NORMAL RETIREMENT DATE means the later of Normal Retirement Age or Termination of Employment.
 
2.13      PLAN YEAR means the calendar year, except for the first Plan Year which is a short year beginning April 1, 2007, and ending December 31, 2007.
 


2.14      TERMINATION EVENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.
              
2.15      TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.
 
2.16      TERMINATION OF EMPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.
 
2.17      YEAR OF SERVICE means a Plan Year in which the Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.

ARTICLE 2
DEFINITIONS

Words and phrases appearing in this SERP with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

2.1      ACCRUAL BALANCE means the benefit liability accrued by the Company under Article 6.
              


2.2 ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.
              
2.3 BENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this SERP.
 
2.4 BOARD means Bancorp’s Board of Directors.
 
2.5 CHANGE IN CONTROL AGREEMENT means the “Change In Control Agreement” effective January 1, 2004, between the Executive and the Company, as amended.
 
2.6 COMPENSATION COMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.
 
2.7 DISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.
 
2.8 EARLY INVOLUNTARY TERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:
 
  (a) Termination for Cause;
              
  (b) Disability; or
 
  (c) A Termination Event.
 
2.9 EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated employment with the Company for reasons other than:
 
  (a) Disability; or
 
  (b) A Termination Event.
 
2.10 EFFECTIVE DATE means the date first stated above (immediately below the title of this SERP). The effective date of this restated SERP, as amended, is January 1, 2009.
 
2.11 NORMAL RETIREMENT AGE means age 62.
 
2.12 NORMAL RETIREMENT DATE means the later of Normal Retirement Age or Termination of Employment.
 
2.13 PLAN YEAR means the calendar year, except for the first Plan Year which is a short year beginning August 1, 2003, and ending December 31, 2003.
 


2.14 TERMINATION EVENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.
              
2.15 TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.
 
2.16 TERMINATION OF EMPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.
 
2.17 YEAR OF SERVICE means a Plan Year in which the Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.

ARTICLE 2
DEFINITIONS


Words and phrases appearing in this
SERP with initial capitalization are defined terms that have the meanings stated
below. Words appearing in the following definitions which are themselves defined
terms are also indicated by initial capitalization.









2.1 
   
ACCRUAL
B
ALANCE means the benefit liability accrued by the Company under Article
6.
              



































































































2.2 ADJUSTED
ACCRUAL B
ALANCE
means the Accrual Balance
determined as of the end of the month that is on or before the date of the
Executive’s Termination of Employment.
              
2.3 BENEFICIARY means the person or persons or estate, trust or charitable
organization entitled under Article 5 to receive the death benefit payable
under this SERP.
 
2.4 BOARD means
Bancorp’s Board of Directors.
 
2.5 CHANGE
IN CONTROL
A
GREEMENT means the “Change In Control Agreement” effective January 1, 2004,
between the Executive and the Company, as amended.
 
2.6 COMPENSATION
C
OMMITTEE means the Compensation and Personnel Committee of Bancorp’s
Board.
 
2.7 DISABILITY means that either the carrier of any Company-provided individual or
group long-term disability insurance policy covering the Executive or the
Social Security Administration has determined that the Executive is
disabled. Upon the request of the Compensation Committee, the Executive
will submit proof of the carrier’s or the Social Security Administration’s
determination.
 
2.8 EARLY
INVOLUNTARY T
ERMINATION
means that the Company has
terminated the Executive’s employment before Normal Retirement Age for any
reason other than:
 
  (a) Termination for
Cause;
              
  (b) Disability; or
 
  (c) A Termination
Event.
 
2.9 EARLY
VOLUNTARY T
ERMINATION
means that before Normal
Retirement Age, the Executive has voluntarily terminated employment with
the Company for reasons other than:
 
  (a) Disability; or
 
  (b) A Termination
Event.
 
2.10 EFFECTIVE
D
ATE means the date first stated above (immediately below the title of
this SERP). The effective date of this restated SERP, as amended, is
January 1, 2009.
 
2.11 NORMAL
RETIREMENT A
GE
means age 62.
 
2.12 NORMAL
RETIREMENT D
ATE
means the later of Normal
Retirement Age or Termination of Employment.
 
2.13 PLAN
Y
EAR means
the calendar year, except for the first Plan Year which is a short year
beginning August 1, 2003, and ending December 31, 2003.
 

























2.14 TERMINATION
E
VENT means the termination of the Executive’s employment under
circumstances that entitle the Executive to benefits under the Change In
Control Agreement.
              
2.15 TERMINATION
FOR
CAUSE OR TERMINATED
FOR
C
AUSE
means that the Company has
terminated the Executive’s employment for “cause” as defined in the Change
In Control Agreement.
 
2.16 TERMINATION
OF
E
MPLOYMENT
means that the Executive’s
employment with the Company has terminated for any reason, voluntary or
involuntary.
 
2.17 YEAR OF SERVICE
means a Plan Year in which the
Executive is actively at work with the Company or on a Company-approved
leave of absence at the end of that year.

ARTICLE
2
DEFINITIONS












Words and
phrases appearing in this SERP with initial capitalization are defined
terms that have the meanings stated below. Words appearing in the
following definitions which are themselves defined terms are also
indicated by initial capitalization.

              
 
2.1   
 
ACCRUAL BALANCE means the benefit liability
accrued by the Company under Article 6.



































































































2.2   
 
ADJUSTED ACCRUAL BALANCE means the Accrual Balance
determined as of the end of the month that is on or before the date of the
Executive’s Termination of Employment.
 
2.3   
 
BENEFICIARY means the person or persons or
estate, trust or charitable organization entitled under Article 5 to
receive the death benefit payable under this SERP.
 
2.4   
 
BOARD means Bancorp’s Board of Directors.
 
2.5   
 
CHANGE IN CONTROL AGREEMENT
means the “Change In Control Agreement” effective January 1, 2004, between
the Executive and the Company, as amended.
 
2.6   
 
COMPENSATION COMMITTEE means the Compensation and Personnel
Committee of Bancorp’s Board.
 
2.7   
 
DISABILITY means that either the carrier of any
Company-provided individual or group long-term disability insurance policy
covering the Executive or the Social Security Administration has
determined that the Executive is disabled. Upon the request of the
Compensation Committee, the Executive will submit proof of the carrier’s
or the Social Security Administration’s determination.
 
2.8   
 
EARLY
INVOLUNTARY TERMINATION
means that the Company has
terminated the Executive’s employment before Normal Retirement Age for any
reason other than:
 
  (i)      Termination for Cause;
              
              
  (j)      Disability; or
 
  (k)      A Termination Event.
 
2.9   
 
EARLY
VOLUNTARY TERMINATION
means that before Normal Retirement
Age, the Executive has voluntarily terminated employment with the Company
for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10   
 
EFFECTIVE DATE
means the date first stated above (immediately below the title of this
SERP). The effective date of this restated SERP, as amended, is January 1,
2009.
 
2.11   
 
NORMAL RETIREMENT AGE means age 64.
 
2.12   
 
NORMAL RETIREMENT DATE means the later of Normal
Retirement Age or Termination of Employment.
 
2.13   
 
PLAN
YEAR
means the calendar year,
except for the first Plan Year which is a short year beginning August 1,
2003, and ending December 31, 2003.
 

























2.14   
 
TERMINATION
EVENT
means the termination of
the Executive’s employment under circumstances that entitle the Executive
to benefits under the Change In Control Agreement.
              
2.15   
 
TERMINATION FOR
CAUSE OR TERMINATED
FOR
CAUSE
means that
the Company has terminated the Executive’s employment for “cause” as
defined in the Change In Control Agreement.
 
2.16   
 
TERMINATION OF
EMPLOYMENT
means that the
Executive’s employment with the Company has terminated for any reason,
voluntary or involuntary.
 
2.17   
 
YEAR OF SERVICE means a Plan Year in which
the Executive is actively at work with the Company or on a
Company-approved leave of absence at the end of that
year.

ARTICLE
2
DEFINITIONS












Words and
phrases appearing in this SERP with initial capitalization are defined
terms that have the meanings stated below. Words appearing in the
following definitions which are themselves defined terms are also
indicated by initial capitalization.

              
 
2.1   
 
ACCRUAL BALANCE means the benefit liability
accrued by the Company under Article 6.



































































































2.2   
 
ADJUSTED ACCRUAL BALANCE means the Accrual Balance
determined as of the end of the month that is on or before the date of the
Executive’s Termination of Employment.
 
2.3   
 
BENEFICIARY means the person or persons or
estate, trust or charitable organization entitled under Article 5 to
receive the death benefit payable under this SERP.
 
2.4   
 
BOARD means Bancorp’s Board of Directors.
 
2.5   
 
CHANGE IN CONTROL AGREEMENT
means the “Change In Control Agreement” effective January 1, 2004, between
the Executive and the Company, as amended.
 
2.6   
 
COMPENSATION COMMITTEE means the Compensation and Personnel
Committee of Bancorp’s Board.
 
2.7   
 
DISABILITY means that either the carrier of any
Company-provided individual or group long-term disability insurance policy
covering the Executive or the Social Security Administration has
determined that the Executive is disabled. Upon the request of the
Compensation Committee, the Executive will submit proof of the carrier’s
or the Social Security Administration’s determination.
 
2.8   
 
EARLY
INVOLUNTARY TERMINATION
means that the Company has
terminated the Executive’s employment before Normal Retirement Age for any
reason other than:
 
  (m)      Termination for Cause;
              
              
  (n)      Disability; or
 
  (o)      A Termination Event.
 
2.9   
 
EARLY
VOLUNTARY TERMINATION
means that before Normal Retirement
Age, the Executive has voluntarily terminated employment with the Company
for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10   
 
EFFECTIVE DATE
means the date first stated above (immediately below the title of this
SERP). The effective date of this restated SERP, as amended, is January 1,
2009.
 
2.11   
 
NORMAL RETIREMENT AGE means age 64.
 
2.12   
 
NORMAL RETIREMENT DATE means the later of Normal
Retirement Age or Termination of Employment.
 
2.13   
 
PLAN
YEAR
means the calendar year,
except for the first Plan Year which is a short year beginning August 1,
2003, and ending December 31, 2003.
 

























2.14   
 
TERMINATION
EVENT
means the termination of
the Executive’s employment under circumstances that entitle the Executive
to benefits under the Change In Control Agreement.
              
2.15   
 
TERMINATION FOR
CAUSE OR TERMINATED
FOR
CAUSE
means that
the Company has terminated the Executive’s employment for “cause” as
defined in the Change In Control Agreement.
 
2.16   
 
TERMINATION OF
EMPLOYMENT
means that the
Executive’s employment with the Company has terminated for any reason,
voluntary or involuntary.
 
2.17   
 
YEAR OF SERVICE means a Plan Year in which
the Executive is actively at work with the Company or on a
Company-approved leave of absence at the end of that
year.

ARTICLE
2
DEFINITIONS












Words and
phrases appearing in this SERP with initial capitalization are defined
terms that have the meanings stated below. Words appearing in the
following definitions which are themselves defined terms are also
indicated by initial capitalization.

              
 
2.1   
 
ACCRUAL BALANCE means the benefit liability
accrued by the Company under Article 6.



































































































2.2   
 
ADJUSTED ACCRUAL BALANCE means the Accrual Balance
determined as of the end of the month that is on or before the date of the
Executive’s Termination of Employment.
 
2.3   
 
BENEFICIARY means the person or persons or
estate, trust or charitable organization entitled under Article 5 to
receive the death benefit payable under this SERP.
 
2.4   
 
BOARD means Bancorp’s Board of Directors.
 
2.5   
 
CHANGE IN CONTROL AGREEMENT
means the “Change In Control Agreement” effective March 5, 2007,
between the Executive and the Company, as amended.
 
2.6   
 
COMPENSATION COMMITTEE means the Compensation and Personnel
Committee of Bancorp’s Board.
 
2.7   
 
DISABILITY means that either the carrier of any
Company-provided individual or group long-term disability insurance policy
covering the Executive or the Social Security Administration has
determined that the Executive is disabled. Upon the request of the
Compensation Committee, the Executive will submit proof of the carrier’s
or the Social Security Administration’s determination.
 
2.8   
 
EARLY
INVOLUNTARY TERMINATION
means that the Company has
terminated the Executive’s employment before Normal Retirement Age for any
reason other than:
 
  (q)      Termination for Cause;
              
              
  (r)      Disability; or
 
  (s)      A Termination Event.
 
2.9   
 
EARLY
VOLUNTARY TERMINATION
means that before Normal Retirement
Age, the Executive has voluntarily terminated employment with the Company
for reasons other than:
 
  (a)      Disability; or
 
  (b)      A Termination Event.
 
2.10   
 
EFFECTIVE DATE
means the date first stated above (immediately below the title of this
SERP). The effective date of this restated SERP, as amended, is January 1,
2009.
 
2.11   
 
NORMAL RETIREMENT AGE means age 64.
 
2.12   
 
NORMAL RETIREMENT DATE means the later of Normal
Retirement Age or Termination of Employment.
 
2.13   
 
PLAN
YEAR
means the calendar year,
except for the first Plan Year which is a short year beginning April
1, 2007, and ending December 31, 2007.
 

























2.14   
 
TERMINATION
EVENT
means the termination of
the Executive’s employment under circumstances that entitle the Executive
to benefits under the Change In Control Agreement.
              
2.15   
 
TERMINATION FOR
CAUSE OR TERMINATED
FOR
CAUSE
means that
the Company has terminated the Executive’s employment for “cause” as
defined in the Change In Control Agreement.
 
2.16   
 
TERMINATION OF
EMPLOYMENT
means that the
Executive’s employment with the Company has terminated for any reason,
voluntary or involuntary.
 
2.17   
 
YEAR OF SERVICE means a Plan Year in which
the Executive is actively at work with the Company or on a
Company-approved leave of absence at the end of that
year.

This excerpt taken from the WCBO 10-Q filed May 2, 2007.

ARTICLE 2
DEFINITIONS

Words and phrases appearing in this Plan with initial capitalization are defined terms that have the meanings stated below. Words appearing in the following definitions which are themselves defined terms are also indicated by initial capitalization.

2.1     ACCRUAL BALANCE means the benefit liability accrued by the Company under Article 6.
 
2.2      ADJUSTED ACCRUAL BALANCE means the Accrual Balance determined as of the end of the month that is on or before the date of the Executive’s Termination of Employment.

 55 



2.3       BENEFICIARY means the person or persons or estate, trust or charitable organization entitled under Article 5 to receive the death benefit payable under this Plan.
 
2.4 BOARD means Bancorp’s Board of Directors.
 
2.5 CHANGE IN CONTROL AGREEMENT means the “Change In Control Agreement” effective March 5, 2007, between the Executive and the Company.
 
2.6 COMPENSATION COMMITTEE means the Compensation and Personnel Committee of Bancorp’s Board.
 
2.7 DISABILITY means that either the carrier of any Company-provided individual or group long-term disability insurance policy covering the Executive or the Social Security Administration has determined that the Executive is disabled. Upon the request of the Compensation Committee, the Executive will submit proof of the carrier’s or the Social Security Administration’s determination.
 
2.8 EARLY INVOLUNTARY TERMINATION means that the Company has terminated the Executive’s employment before Normal Retirement Age for any reason other than:
 
  (a)     Termination for Cause;
 
  (b) Disability; or
 
  (c) A Termination Event.
 
2.9 EARLY VOLUNTARY TERMINATION means that before Normal Retirement Age, the Executive has voluntarily terminated Executive’s employment with the Company for reasons other than:
 
  (a) Disability; or
 
  (b) A Termination Event.
 
2.10 EFFECTIVE DATE means the date first stated above (immediately below the title of this Plan).
 
2.11 NORMAL RETIREMENT AGE means age 64.
 
2.12 NORMAL RETIREMENT DATE means the later of Normal Retirement Age or Termination of Employment.
 
2.13 PLAN YEAR means the calendar year, except for the first Plan Year which is a short year beginning April 1, 2007, and ending December 31, 2007.

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2.14 ROE means, for any given Plan Year, the greater of:
 
  (a)     Bancorp’s return on equity, which shall be determined under GAAP and expressed as a percentage calculated by dividing its:
 
    (1)     Annual net income before common stock dividends are paid; by
 
    (2) Average annual common shareholder equity; or
 
  (b) Bancorp’s adjusted return on equity which shall be determined by calculating the percentage under subsection (a) above on an adjusted basis to address the effects of items that are required to be included or excluded by GAAP for that Plan Year, but would normally not be included or excluded from Bancorp’s net income or shareholder equity.
 
2.15 TERMINATION EVENT means the termination of the Executive’s employment under circumstances that entitle the Executive to benefits under the Change In Control Agreement.
 
2.16 TERMINATION FOR CAUSE OR TERMINATED FOR CAUSE means that the Company has terminated the Executive’s employment for “cause” as defined in the Change In Control Agreement.
 
2.17 TERMINATION OF EMPLOYMENT means that the Executive’s employment with the Company has terminated for any reason, voluntary or involuntary.
 
2.18     YEAR OF SERVICE means a Plan Year in which:
 
  (a) The Company achieved an ROE of not less than ten percent (10%); and
 
  (b) The Executive is actively at work with the Company or on a Company-approved leave of absence at the end of that year.
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