MUNCY COLUMBIA FINANCIAL Corp 8-K, filed Jul 9, 2025
MUNCY COLUMBIA FINANCIAL Corp (CCFN)
About this 8-K
MUNCY COLUMBIA FINANCIAL Corp filed this 8-K on July 9, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 9, 2025, Journey Bank (the “Bank”), the wholly-owned banking subsidiary of Muncy Columbia Financial Corporation (the “Company”), entered into (a) with Lance O. Diehl, President and Chief Executive Officer of the Company and the Bank, a Second Amendment to 2022 Supplemental Executive Retirement Plan, a Fourth Amendment to Supplemental Executive Retirement Agreement dated April 15, 2003, and a Participation Agreement relating to The Muncy Bank and Trust Company 2019 Executive Split Dollar Life Insurance Plan assumed by Journey Bank in connection with the 2023 merger of The Muncy Bank and Trust Company and First Columbia Bank & Trust Co. (the “2019 Split Dollar Plan”); and (b) with Jeffrey T. Arnold, Executive Vice President and Treasurer of the Company and Senior Executive Vice President of Finance and Risk Management of the Bank, a Fifth Amendment to Supplemental Executive Retirement Agreement and a Participation Agreement relating to the 2019 Split Dollar Plan.
The Second Amendment to Mr. Diehl’s 2022 Supplemental Executive Retirement Plan (the “Second Amendment”) substitutes a new Schedule A benefits schedule eliminating therefrom the lump sum death benefit provided for in the current Schedule A benefits schedule and amends Section 2.5 of the plan to provide that in the event of Mr. Diehl’s death prior to a separation from service, disability or change in control, his beneficiary will be entitled to a death benefit in an amount equal to his accrued benefit as of date of death. "Accrued benefit" is defined as the dollar value of the liability that should be accrued by the Bank, under generally accepted accounting principles, for the Bank’s obligation to Mr. Diehl under the plan, calculated by applying accounting Standards Codification 710-10 and a discount rate of 4.36% (the Bank may adjust the discount rate to maintain the rate within reasonable standards according to GAAP and applicable bank regulatory guidance). The current amount of his accrued benefit under the plan is $419,592.
The Second Amendment also amends the forfeiture provision set forth in Section 7.10 of the plan to replace the restrictive covenants incorporated by reference into the plan from his employment agreement (including the two (2) year post-termination noncompete provision set forth in his Employment Agreement), with a new provision providing for the forfeiture of benefits under the plan that have not yet been paid if, during any period of employment with the Bank and continuing after the termination of his employment throughout the period during which the benefit otherwise would be payable and without the Bank’s prior written consent, he would compete within a fifty (50) mile radius of any branch banking office of the Bank, or solicit any customers, clients or referral sources of the Bank to divert their business from the Bank, or solicit any employee of the Bank to leave the employ of the Bank. These restrictions, however, will not apply following a “change of control” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). A copy of the Second Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Fourth Amendment to Mr. Diehl’s Supplemental Executive Retirement Agreement dated April 15, 2003 similarly amends the forfeiture provision set forth in Section 10.4 of the Agreement. A copy of the Fourth Amendment is attached hereto as Exhibit 10.2 and incorporated herein by reference.
The Fifth Amendment to Mr. Arnold’s Supplemental Executive Retirement Agreement (the “Fifth Amendment”) amends paragraph 10 of his Supplemental Executive Retirement Agreement to provide for the payment of the following death benefits to his beneficiary:
| · | Death Before Normal Retirement Age (65) – the accrued benefit as of the date of death. |
| · | Death After Normal Retirement Age, But Before Receipt of Retirement Benefits – the retirement benefit provided for under paragraph 1 of the Supplemental Executive Retirement Agreement. |
| · | Death Following Normal Retirement Age, But After Receipt of Retirement Benefits – the unpaid balance of the retirement benefit provided for under paragraph 1 of the Supplemental Executive Retirement Agreement. |
| · | Death After Change of Control, But Prior to Receipt of Retirement Benefits – the accrued benefit as of date of death. |
1
“Accrued benefit” is defined for Mr. Arnold by the Supplemental Executive Retirement Agreement the same as for Mr. Diehl. The current amount of Mr. Arnold’s accrued benefit under the Supplemental Executive Retirement Agreement is $582,355. “Retirement benefit” is defined by the Supplemental Executive Retirement Agreement as $90,000 per year for 15 years.
The Fifth Amendment also amends the forfeiture provision set forth in Section 7.2D of Mr. Arnold’s Supplemental Executive Retirement Agreement to eliminate the requirement that there be a separation of employment in connection with a Change of Control in order for the restrictive covenant provision not to apply. In connection with that amendment, the definition of Change of Control was amended to mean a change in the ownership or control of the Bank, or ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A, and Section 2.B of the agreement was amended to provide that Mr. Arnold must be a senior executive officer of the Bank, rather than his former position of chief financial officer, in order to trigger the Change of Control vesting provision of the agreement. A copy of the Fifth Amendment is attached hereto as Exhibit 10.3 and incorporated herein by reference.
The 2019 Split Dollar Plan is a compensation tool intended to retain and reward certain employees of the Bank by providing for the payment of a portion of the death proceeds of certain bank owned life insurance policies to the employees’ designated beneficiaries. Participation in the plan is limited to those employees selected by the Bank’s board of directors. The imputed economic benefit of the life insurance premium paid by the Bank with respect to a participant is included in the participant’s W-2 income on an annual basis. Participation in the plan will terminate if the participant becomes subject to a removal or prohibition order issued by a state or federal bank regulatory agency; if the participant commits suicide within two years after the date of the Plan; if the insurer denies coverage for material misstatements of fact made by the participant in any application for insurance or for other valid reasons; if the Bank terminates the participant’s employment for cause; or if the participant violates certain noncompetition, nonsolicitation and nondisclosure covenants. A copy of the 2019 Split Dollar Plan is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Every participant in the 2019 Split Dollar Plan, including Mr. Diehl and Mr. Arnold, has entered into the same basic Participation Agreement form. A copy of the Participation Agreement form is attached hereto as Exhibit 10.5 and incorporated herein by reference. The Participation Agreement form provides for the payment of the following death benefits to a participant’s beneficiary:
| · | Death Prior to Separation from Service – the lesser of (i) 350% of the participant’s base annual salary less $50,000, or (ii) the net death proceeds, but not more than $900,000. |
| · | Death After Separation from Service after Vesting Date – the lesser of (i) 200% of the participant’s base annual salary, or (ii) the net death proceeds, but not more than $900,000. |
| · | Death After Separation from Service before Vesting Date – no benefit. |
“Net death proceeds” is defined by the plan as the total death proceeds of the participant’s life insurance policies minus the greater of (i) the policies’ cash surrender value or (ii) the aggregate premiums paid by the Bank on the policies. The “vesting date” is defined by the plan as the earliest of (i) the date the Participant attains age 65 or, if later, 5 years of participation; (ii) the date the sum of the participant’s age and years of service equals 70 or, if later, 5 years of participation, (iii) the date of the participant’s disability; (iv) the date of a change of control; or (v) such other date as the board of directors of the Bank may determine. Mr. Diehl’s Participation Agreement, however, provides that his vesting date is the earliest of (i) the date he attains age 60; (ii) the date of his disability; (iii) the date of a change in control; or (iv) such other date as the board of directors of the Bank may determine.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
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| Exhibit Number | Description |
| 10.1 | Second Amendment to 2022 Supplemental Executive Retirement Plan dated March 15, 2022 between Lance Diehl and Journey Bank |
| 10.2 | Fourth Amendment to Supplemental Executive Retirement Agreement dated April 15, 2003 between Lance Diehl and Journey Bank |
| 10.3 | Fifth Amendment to Supplemental Executive Retirement Agreement dated December 15, 2010 between Jeffrey Arnold and Journey Bank |
| 10.4 | The Muncy Bank and Trust Company 2019 Executive Split Dollar Life Insurance Plan |
| 10.5 | Form of Participation Agreement under The Muncy Bank and Trust Company 2019 Executive Split Dollar Life Insurance Plan |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: July 9, 2025 | Muncy Columbia Financial Corporation | |
| By: | /s/ Joseph K. O’Neill, Jr. | |
| Name: | Joseph K. O’Neill, Jr. | |
| Title: | Executive Vice President and Chief Financial Officer | |
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Exhibit 10.1
SECOND AMENDMENT TO
2022 Supplemental Executive Retirement Plan
FOR
LANCE DIEHL
THIS SECOND AMENDMENT (the “Amendment”) is made and entered into the 9th day of July 2025, by and between Journey Bank (formerly known as First Columbia Bank & Trust Co.) (the “Employer”), and Lance Diehl (the “Executive”).
The Employer and the Executive entered into a Supplemental Executive Retirement Plan dated March 15, 2022, as amended by that certain First Amendment dated June 1, 2022 (the “Agreement”). The Employer and the Executive now wish to change the Executive’s death benefit in the Agreement and to amend the forfeiture provision in the Agreement.
Now, therefore, the Employer and the Executive agree as follows:
The Schedule A originally attached to the Agreement shall be replaced with the attached Schedule A.
Section 2.5 of the Agreement shall be deleted and replaced by the following:
2.5 Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, Disability and Change in Control, the Employer shall pay the Beneficiary the Accrued Benefit as of date of the Executive’s death, in lieu of any other benefit hereunder. The benefit will be paid in a lump sum the month following the Executive’s death.
Section 7.10 of the Agreement shall be deleted and replaced by the following:
7.10 Forfeiture Provision.
(1) General Rule: Except as provided in the following subparagraph 7.01(2), Executive shall forfeit his right to any benefit not yet paid to Executive, if Executive, without the prior written consent of Bank, at any time during the period encompassing Executive’s employment with Bank and continuing after the termination (regardless of reason) of Executive’s employment with Bank throughout the period the benefit would otherwise be payable:
(a) engages in, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as investor owning less than 5% of the stock of a publicly owned company) or otherwise on behalf of any person, firm, corporation or enterprise: (i) the banking (including bank or financial
institution holding company), insurance or financial services industry, or (2) any other activity in which Bank engages during the Executive’s employment with Bank in the marketing area (the “Non-Competition Area”), of Bank. The Non-Competition Area is defined for purposes of this Agreement as the area within a fifty (50) mile radius of any branch banking office of the Bank; or
(b) either directly or indirectly in any capacity whatsoever (i) obtains, solicits, diverts, appeals to, attempts to obtain, attempts to solicit, attempts to divert, or attempts to appeal to any customers, clients or referral sources of Bank to divert their business from the Bank; or, (ii) solicits any person who is employed by Bank to leave the employ of Bank. “Customers, clients, and referral source” shall include all persons who are or were customers, clients, or referral sources of Bank at any time during the employment of Executive by the Bank, including employment with the Bank that predates this Agreement.
(2) Exception. The non-competition condition to Executive’s eligibility to receive benefits as set forth in the preceding subparagraph 7.01(1) shall not apply following a Change in Control event, as defined in this Agreement.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have executed this Amendment.
| Executive | Employer | ||
| /s/ Lance O. Diehl | By: | /s/ Joseph K. O’Neill, Jr. | |
| Title: | EVP & Chief Financial Officer | ||
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Supplemental Executive Retirement Plan
Schedule A
Lance Diehl
Birth Date: XX/XX/1966 Plan Anniversary Date: 12/31/2022 Normal Retirement: XX/XX/2031,Age 65 Normal Retirement Payment: Monthly for 15 Years |
Early Termination
Amount
Payable Monthly for 15 |
Disability
Amount
Payable Monthly for 15 |
Change In Control
Amount
Payable Monthly for 15 | |
| Values As Of | Age | Annual Benefit1 | Annual Benefit1 | Annual Benefit1,2 |
| Apr 2022 | 56 | 0 | 0 | 60,000 |
| Dec 2022 | 56 | 12,000 | 12,000 | 60,000 |
| Dec 2023 | 57 | 26,250 | 26,250 | 60,000 |
| Dec 2024 | 58 | 41,250 | 41,250 | 60,000 |
| Dec 2025 | 59 | 56,250 | 56,250 | 60,000 |
| Dec 2026 | 60 | 60,000 | 60,000 | 60,000 |
| Dec 2027 | 61 | 60,000 | 60,000 | 60,000 |
| Dec 2028 | 62 | 60,000 | 60,000 | 60,000 |
| Dec 2029 | 63 | 60,000 | 60,000 | 60,000 |
| Dec 2030 | 64 | 60,000 | 60,000 | 60,000 |
| Mar 2031 | 65 | 60,000 | 60,000 | 60,000 |
The first line represents the initial plan values as of the plan implementation date of April 01, 2022.
Income Taxes – Federal income taxes will not be payable by you or your beneficiary until benefit payments are actually received.
Payroll Taxes – Benefits are subject to FICA and Medicare payroll taxes as they vest each year. The interest credited to the vested amounts is not subject to payroll taxes as long as it is not excessive (as defined by tax regulations). Since all benefits are subjected to payroll taxes prior to retirement, there are no payroll taxes (FICA and Medicare) due on the benefit payments.
1The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180 monthly payments.
2 Note that accounting rules may require an additional accrual at the time this benefit is triggered.
SERP: Journey Bank - Bloomsburg, PA
686#, 22318#, 74985#, 05/02/2025
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Supplemental Executive Retirement Plan
Schedule A
Lance Diehl
| Birth
Date: XX/XX/1966 Plan Anniversary Date: |
Early Termination | Disability | Change In Control | |
12/31/2022 Normal Retirement: |
||||
XX/XX/2031,Age 65 Normal Retirement Payment: Monthly for 15 Years |
Amount
Payable Monthly for 15 Years at Normal Retirement Age |
Amount
Payable Monthly for 15 Years at Normal Retirement Age |
Amount
Payable Monthly for 15 Years at Normal Retirement Age | |
| Values As Of | Age | Annual Benefit1 | Annual Benefit1 | Annual Benefit1,2 |
IF THERE IS A CONFLICT BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.
| Lance Diehl /s/ Lance O. Diehl | By /s/ Joseph K. O'Neill, Jr. | |||
| Date 7-9-2025 | Title EVP and CFO | |||
| Date 7-9-2025 | ||||
SERP: Journey Bank - Bloomsburg, PA
686#, 22318#, 74985#, 05/02/202
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Exhibit 10.2
FOURTH AMENDMENT TO
Supplemental Executive Retirement AGREEMENT
DATED APRIL 15, 2003
FOR
LANCE DIEHL
THIS FOURTH AMENDMENT (the “Amendment”) is made and entered into the 9th day of July 2025, by and between Journey Bank (formerly known as First Columbia Bank & Trust Co.) (the “Bank”), and Lance Diehl (the “Executive”).
The Bank and the Executive entered into a Supplemental Executive Retirement Agreement dated April 15, 2003, as amended by an Amendment dated May 2, 2003, a Second Amendment dated June 1, 2022, and a Third Amendment dated December 10, 2024 (the “Agreement”).
The Bank and the Executive also have entered into a separate Supplemental Executive Retirement Plan dated March 15, 2022, as amended (the “2022 Plan”) and are entering into a Second Amendment to the 2022 Plan to change the Executive’s death benefit under the 2022 Plan and to amend the forfeiture provision under the 2022 Plan.
In consideration for the Second Amendment to the 2022 Plan to change the Executive’s death benefit under the 2022 Plan, the Bank has requested and the Executive has agreed to amend the forfeiture provision under the Agreement to conform to the amended forfeiture provision under the 2022 Plan and to amend the definition of “Change of Control” as set forth herein.
Now, therefore, the Bank and the Executive agree as follows:
Section 1.3 of the Agreement shall be deleted and replaced by the following:
1.3. “Change of Control” or “Change in Control” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.
Section 10.4 of the Agreement shall be deleted and replaced by the following:
10.4. Forfeiture.
(1) General Rule: Except as provided in the following subparagraph 10.4(2), Executive shall forfeit his right to any benefit not yet paid to Executive, if Executive, without the prior written consent of Bank, at any time during the period encompassing Executive’s employment with Bank and continuing after the termination (regardless of reason) of Executive’s employment with Bank throughout the period the benefit would otherwise be payable:
(a) engages in, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as investor owning less than 5% of the stock of a publicly owned company) or otherwise on behalf of any person, firm, corporation or enterprise: (i) the banking (including bank or financial institution holding company), insurance or financial services industry, or (2) any other activity in which Bank engages during the Executive’s employment with Bank in the marketing area (the “Non-Competition Area”), of Bank. The Non-Competition Area is defined for purposes of this Agreement as the area within a fifty (50) mile radius of any branch banking office of the Bank; or
(b) either directly or indirectly in any capacity whatsoever (i) obtains, solicits, diverts, appeals to, attempts to obtain, attempts to solicit, attempts to divert, or attempts to appeal to any customers, clients or referral sources of Bank to divert their business from the Bank; or, (ii) solicits any person who is employed by Bank to leave the employ of Bank. “Customers, clients, and referral source” shall include all persons who are or were customers, clients, or referral sources of Bank at any time during the employment of Executive by the Bank, including employment with the Bank that predates this Agreement.
(2) Exception. The non-competition condition to Executive’s eligibility to receive benefits as set forth in the preceding subparagraph 10.4(1) shall not apply following a Change in Control event, as defined in this Agreement.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Amendment.
| Executive | Bank |
| /s/ Lance O. Diehl | By: /s/ Joseph K. O’Neill, Jr. | |
| Title: EVP & Chief Financial Officer |
Exhibit 10.3
FIFTH AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR
JEFFREY T. ARNOLD
THIS FIFTH AMENDMENT is adopted this 9th day of July 2025, by and between Journey Bank (formerly known as First Columbia Bank & Trust Co.) (the “Bank”), and Jeffrey T. Arnold (the “Executive”). The Bank and the Executive entered into a Supplemental Executive Retirement Agreement dated December 15, 2010, as amended by an Amendment dated December 21, 2011, a Second Amendment dated January 9, 2018, a Third Amendment dated March 15, 2022, and a Fourth Amendment dated June 8, 2022 (the “Agreement”). The Bank and the Executive now wish to change the Executive’s death benefit in the Agreement, amend the non-competition provision of the Agreement, and amend the Change of Control vesting provision of the Agreement.
Now, therefore, the Bank and the Executive agree as follows:
The following definition of “Change of Control” shall apply for all purposes of the Agreement:
“Change of Control,” as used in this Agreement, means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.
Paragraph 2.B of the Agreement shall be deleted and replaced in its entirety by the following:
B. Vesting Upon “Change of Control”: In the event of a Change of Control, the Retirement Benefit shall fully vest, effective as of the date of the Change of Control, provided that as of the date of the Change of Control Executive (a) shall be in compliance with his obligations under any employment agreement with the Bank to which he may be a party and under this Agreement, and (b) shall be employed as a senior executive officer of the Bank.
Subparagraph 7.D(2) of the Agreement shall be deleted and replaced in its entirety by the following:
(2) Exception: The non-competition condition to Executive’s eligibility to receive the Retirement Benefit set forth in the preceding subparagraph 7.D(1) shall not apply following a Change of Control event, as defined in this Agreement.
The following definitions of “Accrued Benefit” and “Discount Rate” shall apply in determining the amount of death benefit due under the Agreement.
“Accrued Benefit” means the dollar value of the liability that should be accrued by the Bank, under Generally Accepted Accounting Principles, for the Bank’s obligation to the Executive under this Agreement, calculated by applying accounting Standards Codification 710-10 and the Discount Rate.
“Discount Rate” means the rate used by the Bank for determining the Accrued Benefit. The current Discount Rate is 4.36%. The Bank may adjust the Discount Rate to maintain the rate within reasonable standards according to Generally Accepted Accounting Principles and applicable bank regulatory guidance.
Paragraph 10 of the Agreement in its entirety shall be deleted and replaced by the following:
10. Death Benefit.
| 10.1 | Death Before Normal Retirement Age. If Executive dies while actively employed by Bank before reaching the Normal Retirement Age, (defined as attainment of sixty-five years of age) the Bank shall pay the Executive's designated beneficiary the death benefit described in this Paragraph 10.1. |
| 10.1.1 | Amount of Benefit. The death benefit under Paragraph 10.1 is the Accrued Benefit as of the date of the Executive’s death, no Retirement Benefit under this Agreement will be paid. |
| 10.1.2 | Payment of Benefit. The Bank shall pay the benefit in a lump sum to the Executive’s designated beneficiary within ninety (90) days following the Executive’s death. |
| 10.2 | Death After Normal Retirement Age, But Before Receipt of Retirement Benefits. If the Executive dies after reaching the Normal Retirement Age, but before receiving any Retirement Benefit payments under this Agreement, the Bank shall pay the Executive’s designated beneficiary the Retirement Benefit, as provided in Paragraph 1 of this Agreement. |
| 10.3 | Death Following Normal Retirement Age, But After Receipt of Retirement Benefit. In the event Executive dies after Normal Retirement Age and after the Executive has received any portion of the Retirement Benefit under the Agreement, the Bank shall continue to pay the Executive’s designated beneficiary the Retirement Benefit, as provided in Paragraph 1 of this Agreement. |
| 10.4 | Death After Change of Control. If Executive dies following a Change of Control, but prior to the commencement of the payment of any portion of the Retirement Benefit and provided the Executive was actively employed at the time of the Change of Control, Executive's beneficiary shall be paid the Accrued Benefit as of the date of the Executive’s death in accordance with Paragraph 10.1.2. If such death benefit is paid, no Retirement Benefit under this Agreement will be paid. |
| 10.5 | Exclusivity of Benefits. Under no circumstance shall the Bank be obligated to pay both any portion of the Retirement Benefit and the Death Benefit. Executive acknowledges that receipt of either benefit (the Retirement Benefit or Death Benefit) precludes receipt of any portion of the other benefit. |
| 10.6 | Termination of Endorsement. The endorsement split dollar under this Agreement is hereby terminated. The Executive acknowledges that all death benefits to be paid under this Agreement will be paid by the Bank. |
2
IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have signed this Amendment.
| Executive | Bank | ||
| /s/ Jeffrey T. Arnold | By: | /s/ Lance O. Diehl | |
| Title: | President & CEO |
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Exhibit 10.4
THE MUNCY BANK AND TRUST COMPANY
2019 EXECUTIVE SPLIT DOLLAR LIFE INSURANCE PLAN
Pursuant to due authorization by its Board, the undersigned duly authorized officer of The Muncy Bank and Trust Company (the “Bank”) did constitute, establish and adopt the following 2019 Executive Split Dollar Life Insurance Plan (the “Plan”), effective as of the 18th day of October 2019.
The purpose of this Plan is to retain and reward certain employees of the Bank by dividing the death proceeds of certain life insurance policies with those employees’ designated beneficiaries. The Bank will pay the life insurance premiums from its general assets.
ARTICLE
1
DEFINITIONS
Whenever used in this Plan, the following terms shall have the meanings specified:
1.1 “Administrator” means the Board or such committee or person as the Board shall appoint.
1.2 “Beneficiary” means each designated person, or the estate of the deceased Participant, entitled to benefits, if any, upon the death of the Participant.
1.3 “Beneficiary Designation Form” means the form established from time to time by the Administrator that the Participant completes, signs and returns to the Administrator to designate one or more Beneficiaries.
1.4 “Board” means the Board of Directors of the Bank.
1.5 “Change in Control” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.
1.6 “Compensation” means the Participant’s base annual salary as of the earliest of (i) the Participant’s Disability, (ii) Change in Control or (iii) the Participant’s Separation from Service or (iv) the Participant’s death.
1.7 “Disability” means a condition of a Participant whereby the Participant either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank. The Administrator will determine whether
the Participant has incurred a Disability based on its own good faith determination and may require the Participant to submit to reasonable physical and mental examinations for this purpose. A Participant will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.
1.8 “Employee” means a person who is, as of the date the person is selected to participate in the Plan, an active employee of the Bank.
1.9 “Insured” means the Participant whose life is insured under a particular Policy.
1.10 “Insurer” means the insurance company issuing the Policy on the life of the Participant.
1.11 “Net Death Proceeds” means the total death proceeds of a Participant’s Policies minus the greater of (i) the Policies’ cash surrender value or (ii) the aggregate premiums paid by the Bank on the Policies.
1.12 “Participant” means an Employee (i) who is selected to participate in the Plan after meeting the Plan’s eligibility requirements, (ii) who elects to participate in the Plan, (iii) who signs a Participation Agreement and a Beneficiary Designation Form, (iv) who agrees to complete insurance forms and undergo any physical as may be requested by the Bank (v) whose signed Participation Agreement and Beneficiary Designation Form are accepted by the Administrator, and (vi) whose participation has not terminated.
1.13 “Participation Agreement” means the form required by the Administrator of an eligible Employee to indicate acceptance of participation in this Plan.
1.14 “Policy” or “Policies” means the individual insurance policy or policies adopted by the Bank for purposes of insuring a Participant’s life under this Plan.
1.15 “Separation from Service” means a complete cessation of a Participant’s services to the Bank, both as an employee and a member of the Board, for reasons other than death.
1.16 “Vesting Date” means the earliest of (i) the date the Participant attains age sixty-five (65), or if later, five (5) Years of Participation, (ii) the date the sum of the Participant’s age and Years of Service equals seventy (70), or if later, five (5) Years of Participation, (iii) the date of the Participant’s Disability, (iv) the date of Change in Control or (v) such other date as the Board, in its sole discretion, determines that the Participant is vested.
1.17 “Year of Participation” means the twelve (12) month period beginning on the effective date on the Participation Agreement and any anniversary thereof during which the Participant was continuously employed by the Bank.
2
1.18 “Year of Service” means the twelve (12) month period beginning on the Participant’s date of hire and any anniversary thereof during which the Participant was continuously employed by the Bank.
ARTICLE 2
PARTICIPATION
2.1 Selection by Administrator. Participation in the Plan shall be limited to those Employees selected by the Administrator, in its sole discretion, to participate in the Plan.
2.2 Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Administrator (i) a Participation Agreement, (ii) a Beneficiary Designation Form and (iii) insurance forms and physicals as requested by the Bank. In addition, the Administrator may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.
2.3 Eligibility; Commencement of Participation. Provided the Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Administrator, that person will become a Participant, be covered by the Plan and will be eligible to receive benefits at the time and in the manner provided hereunder, subject to the provisions of the Plan.
2.4 Termination of Participation. A Participant’s rights under this Plan shall automatically cease and his or her participation in this Plan shall automatically terminate if the Plan or any Participant’s rights under the Plan are terminated in accordance with Article 6 or 11 or if the Participant notifies the Bank in writing that the Participant wishes to withdraw participation under the Plan.
ARTICLE 3
POLICY OWNERSHIP AND INTERESTS
3.1 Bank’s Interest. The Bank shall own the Policies and shall have the right to exercise all incidents of ownership thereof. The Bank may terminate a Policy without the consent of the insured Participant. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Participant’s interest is determined according to Section 3.2 below.
3.2 Participant’s Interest. The Participant, or the Participant’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified on the Participant’s Participation Agreement. The Participant shall also have the right to elect and change settlement options with respect to the Participant’s interest by providing written notice to the Bank and the Insurer.
ARTICLE 4
PREMIUMS AND IMPUTED INCOME
4.1 Premium Payment. The Bank shall pay all premiums due on the Policies.
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4.2 Economic Benefit. The Bank shall determine the economic benefit attributable to each Participant based on the life insurance premium factor for the Participant’s age multiplied by the aggregate death benefit payable to the Participant’s Beneficiary. The “life insurance premium factor” is the minimum factor applicable under guidance published pursuant to Treasury Reg. § 1.61-22(d)(3)(ii) or any subsequent authority.
4.3 Imputed Income. The Bank shall impute the economic benefit to each Participant on an annual basis by adding the economic benefit to the Participant’s W-2.
ARTICLE 5
COMPARABLE COVERAGE
5.1 Insurance Policy. The Bank may provide the benefits hereunder through the Policies purchased at the commencement of this Plan, or it may provide comparable insurance coverage to the Participants through whatever means the Bank deems appropriate. If a Participant waives or forfeits his right to the insurance benefit, the Bank may choose to cancel the Policy on that Participant’s life, or the Bank may continue such coverage and become the direct beneficiary of the entire death proceeds.
5.2 Offer to Purchase. If the Bank discontinues a Policy prior to the Insured’s Separation from Service, the Bank shall give the Insured at least thirty (30) days to purchase the Policy. The purchase price shall be the fair market value of the Policy, as determined under Treasury Reg. §1.61-22 (g) (2) or any subsequent applicable authority.
ARTICLE 6
GENERAL LIMITATIONS
6.1 Removal. Notwithstanding any provision of this Plan to the contrary, neither the Participant nor the Beneficiary shall be entitled to any benefit hereunder if the Participant is subject to a final removal or prohibition order issued by an appropriate state or federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
6.2 Suicide or Misstatement. No benefits shall be payable if the Participant commits suicide within two years after the date of this Plan, or if the Insurer denies coverage for: (i) material misstatements of fact made by the Participant on any application for the Policy; or (ii) any other valid reason; provided, however that the Bank shall evaluate the reason for the denial, and upon advice of legal counsel and in its sole discretion, consider judicially challenging any denial.
6.3 Termination for Cause. Neither the Participant nor the Beneficiary shall be entitled to any benefits hereunder if the Bank terminates the Participant’s service with the Bank for Cause.
6.4 Forfeiture Provision. The Participant shall forfeit, for the Participant and for the Beneficiary, any benefits under this Plan if the Participant, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent,
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consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):
(i) becomes employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any bank, savings and loan or other similar financial institution if the Participant’s responsibilities will include providing banking or other financial services within fifty (50) miles of any office maintained by the Bank as of the date of the termination of the Participant’s employment;
(ii) participates in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Bank as of the date of termination of Separation from Service;
(iii) assists, advises, or serves in any capacity, representative or otherwise, any third party in any action against the Bank or transaction involving the Bank, provided, however, that this prohibition will not apply in any circumstance prohibited by law;
(iv) sells, offers to sell, provides banking or other financial services, assists any other person in selling or providing banking or other financial services, or solicits or otherwise competes for, either directly or indirectly, any orders, contract, or accounts for services of a kind or nature like or substantially similar to the financial services performed or financial products sold by the Bank (the preceding hereinafter referred to as “Services”), to or from any person or entity from whom the Participant or the Bank, to the knowledge of the Participant provided banking or other financial services, sold, offered to sell or solicited orders, contracts or accounts for Services during the three (3) year period immediately prior to Separation from Service;
(v) divulges, discloses, or communicates to others in any manner whatsoever, any confidential information of the Bank, including, but not limited to, the names and addresses of customers or prospective customers, of the Bank, as they may have existed from time to time, of work performed or services rendered for any customer, any method and/or procedures relating to projects or other work developed for the Bank, earnings or other information concerning the Bank. The restrictions contained in this subparagraph (v) apply to all information regarding the Bank, regardless of the source who provided or compiled such information. Notwithstanding anything to the contrary, all information referred to herein shall not be disclosed unless and until it becomes known to the general public from sources other than the Participant.
The forfeiture provision detailed in this Section 6.4 shall not apply following a Change in Control.
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ARTICLE 7
BENEFICIARIES
7.1 In General. Each Participant shall have the right, at any time, to designate a Beneficiary to receive any benefit distributions under this Plan upon the Participant’s death. The Beneficiary designated under this Plan may be the same as or different from the beneficiary designated under any other plan of the Bank.
7.2 Designation. Each Participant may designate any person to receive any benefits payable under the Plan upon the Participant’s death, and the designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the Participant, shall be in the form prescribed by the Administrator and shall be effective only when filed in writing with the Administrator during the Participant’s lifetime. If a Participant names someone other than the Participant’s spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Administrator, executed by the Participant’s spouse and returned to the Administrator. A Participant’s beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Participant or if the Participant names a spouse as Beneficiary and the marriage is subsequently dissolved.
7.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Administrator or its designated agent.
7.4 No Beneficiary Designation. If the Participant dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Participant, then the Participant’s spouse shall be the designated Beneficiary. If the Participant has no surviving spouse, any benefit shall be paid to the Participant’s estate.
7.5 Facility of Distribution. If the Administrator determines in its discretion that a benefit is to be distributed to a minor, to a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Participant and the Beneficiary, as the case may be, and shall completely discharge any liability under this Plan for such distribution amount.
ARTICLE
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ASSIGNMENT
A Participant may irrevocably assign without consideration all of the Participant’s Interest in this Plan to any person, entity, or trust. In the event a Participant transfers all of the Participant’s interest, then all of the Participant’s interest in this Plan shall be vested in
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the Participant’s transferee, who shall be substituted as a party hereunder, and the Participant shall have no further interest in this Plan.
ARTICLE
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INSURER
The Insurer shall be bound only by the terms of its given Policy. The Insurer shall not be bound by or deemed to have notice of the provisions of this Plan. The Insurer shall have the right to rely on the Bank’s representations with regard to any definitions, interpretations or Policy interests as specified under this Plan.
ARTICLE 10
CLAIMS AND REVIEW PROCEDURE
10.1 Claims Procedure. A person who believes that he or she is being denied a benefit to which he or she is entitled hereunder (a “Claimant”) shall make a claim for such benefits as follows.
(a) Initiation - Written Claim. The Claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60) days after such notice was received by the Claimant. All other claims must be made within one hundred eighty (180) days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.
(b) Timing of Administrator Response. The Administrator shall respond to such Claimant within forty-five (45) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional thirty (30) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The extension notice shall specifically explain the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional information needed from the Claimant to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information.
(c) Notice of Decision. If the Administrator denies all or a part of the claim, the Administrator shall notify the Claimant in writing of such denial in a culturally and linguistically appropriate manner. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Plan on which the denial is based; (iii) a notice that the Claimant has a right to request a review of the claim denial and an explanation of the Plan’s review procedures and the time limits applicable to such procedures; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review, and a description of any time limit for
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bringing such an action; (v) for any disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Bank in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration (vi) for any disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist; and (viii) for any disability claim, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by Department of Labor Regulation Section 2560.503-1(m)(8).
10.2 Review Procedure. If the Administrator denies all or a part of the claim, the Claimant shall have the opportunity for a full and fair review by the Administrator of the denial as follows.
(a) Additional Evidence. Prior to the review of the denied claim, the Claimant shall be given, free of charge, any new or additional evidence considered, relied upon, or generated by the Administrator, or any new or additional rationale, as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided, to give the Claimant a reasonable opportunity to respond prior to that date.
(b) Initiation - Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice of denial, must file with the Administrator a written request for review.
(c) Additional Submissions - Information Access. After such request the Claimant may submit written comments, documents, records and other information relating to the claim. The Administrator shall also provide the Claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits.
(d) Considerations on Review. In considering the review, the Administrator shall consider all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. The claim shall be reviewed by an individual or committee who did not make the initial determination that is subject of the appeal and who is not a subordinate of the individual who made the determination. Additionally, the review shall be made without deference to the initial
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adverse benefit determination. If the initial adverse benefit determination was based in whole or in part on a medical judgment, the Administrator will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination and will not be the subordinate of such individual. If the Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon), the Administrator will identify such experts.
(e) Timing of Administrator Response. The Administrator shall respond in writing to such Claimant within forty-five (45) days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional forty-five (45) days by notifying the Claimant in writing, prior to the end of the initial forty-five (45) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.
(f) Notice of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification in a culturally and linguistically appropriate manner calculated to be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to the specific provisions of this Plan on which the denial is based; (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; (iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a); (v) for any disability claim, a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the views of medical or vocational experts whose advice was obtained on behalf of the Bank in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration; and (vi) for any disability claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist.
10.3 Exhaustion of Remedies. The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further action with respect to a claim for benefits.
10.4 Failure to Follow Procedures. In the case of a claim for disability benefits, if the Administrator fails to strictly adhere to all the requirements of this claims procedure with
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respect to a disability claim, the Claimant is deemed to have exhausted the administrative remedies available under the Plan, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the Administrator has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim, except where the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable to good cause or matters beyond the Administrator’s control; (d) in the context of an ongoing good-faith exchange of information; and (e) not reflective of a pattern or practice of noncompliance. The Claimant may request a written explanation of the violation from the Administrator, and the Administrator must provide such explanation within ten (10) days, including a specific description of its basis, if any, for asserting that the violation should not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on the basis that the Administrator met the standards for the exception, the claim shall be considered as re-filed on appeal upon the Administrator’s receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Administrator shall provide the claimant with notice of the resubmission.
ARTICLE 11
AMENDMENTS AND TERMINATION
The Bank may amend or terminate this Plan with respect to any Participant at any time prior to the Vesting Date by providing written notice of such change to the Participant. After the Vesting Date, the Bank may amend or terminate this Plan only by a written agreement signed by both the Bank and the Participant. If the Bank decides to maintain the Policies after termination of the Plan, the Bank shall be the direct beneficiary of the entire death proceeds of the Policies.
ARTICLE 12
ADMINISTRATION
12.1 Administrator Duties. The Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions, as may arise in connection with this Plan.
12.2 Agents. In the administration of this Plan, the Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.
12.3 Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Plan.
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12.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Administrator or any of its members.
12.5 Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the death or Separation from Service of a Participant, and such other pertinent information as the Administrator may reasonably require.
ARTICLE 13
MISCELLANEOUS
13.1 Binding Effect. This Plan shall bind the Participants and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Beneficiary.
13.2 No Guarantee of Service. This Plan is not a contract for services. It does not give the Participant the right to remain an employee the Bank, nor does it interfere with the Bank’s right to discharge the Participant. It also does not require the Participant to remain an employee nor interfere with the Participant’s right to terminate his or her service at any time.
13.3 Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, except to the extent preempted by the laws of the United States of America.
13.4 Reorganization. The Bank shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term “Bank” as used in this Plan shall be deemed to refer to the successor or survivor company.
13.5 Notice. Any notice or filing required or permitted to be given to the Bank or Administrator under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, the Bank’s principal business office. Any notice or filing required or permitted to be given to a Participant or Beneficiary under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant or Beneficiary, as appropriate. Any notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or certification.
13.6 Entire Plan. This Plan, along with a Participant’s Participation Agreement and Beneficiary Designation Form, constitute the entire agreement between the Bank and the Participant as to the subject matter hereof. No rights are granted to the Participant under this Plan other than those specifically set forth herein.
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IN WITNESS WHEREOF, the Bank adopts this Plan as of the date indicated above.
The Muncy Bank and Trust Company
By: /s/ Beth A. Benson
Title Corporate Secretary
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Exhibit 10.5
JOURNEY BANK
2019 EXECUTIVE SPLIT DOLLAR LIFE INSURANCE PLAN
FORM OF PARTICIPATION AGREEMENT
I, _____________, an employee of Journey Bank, formerly known as The Muncy Bank and Trust Company, an eligible Employee as determined in Section 2.1 of The Muncy Bank and Trust Company 2019 Executive Split Dollar Life Insurance Plan (the “Plan”) dated October 18, 2019 hereby elect to become a Participant of the Plan in accordance with Section 2.2 of the Plan. I acknowledge that I have read the Plan document and agree to be bound by its terms.
For purposes of determining my benefit under the Plan, my benefit shall be calculated as follows:
Death Prior to Separation from Service If I die prior to Separation from Service, my Beneficiary shall be entitled to receive the lesser of (i) three hundred fifty percent (350%) of my Compensation less Fifty Thousand Dollars ($50,000) or (ii) the Net Death Proceeds. Notwithstanding the forgoing, my maximum pre-Separation from Service death benefit is $900,000.
Death After Separation from Service after Vesting Date. If I die after Separation from Service which occurs after the Vesting Date, my Beneficiary shall be entitled to receive the lesser of (i) two hundred percent (200%) of my Compensation or (ii) the Net Death Proceeds. Notwithstanding the forgoing, my maximum post-Separation from Service death benefit is $900,000.
Death After Separation from Service Before Vesting Date. If I die after Separation from Service which occurs prior to the Vesting Date, my Beneficiary shall not be entitled to any benefit hereunder.
Executed this ______ day of ____, 202__.
________________________________________
Participant
Received by the Administrator this ___ day of __________________, 202__.
By:__________________________________________
Title:_______________________________________
JOURNEY BANK
2019 EXECUTIVE SPLIT DOLLAR LIFE INSURANCE PLAN
BENEFICIARY DESIGNATION
I, ______________________, designate the following as Beneficiary under this Agreement:
| Primary | ||
| % | ||
| % | ||
| Contingent | ||
| % | ||
| % |
I understand that I may change this beneficiary designation by delivering a new written designation to the Administrator, which shall be effective only upon receipt by the Administrator prior to my death. I further understand that the designation will be automatically revoked if the Beneficiary predeceases me or if I have named my spouse as Beneficiary and our marriage is subsequently dissolved.
Signature:_______________________________ Date: __________________________________
SPOUSAL CONSENT (Required only if Administrator requests and someone other than spouse is named Beneficiary)
I consent to the beneficiary designation above. I also acknowledge that if I am named Beneficiary and my marriage is subsequently dissolved, the beneficiary designation will be automatically revoked. |
| Spouse Name: |
| Signature:_____________________________________ Date:____________________________ |
Received by the Administrator this ___ day of __________________, 202__.
By: ____________________________________
Title: __________________________________